Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 24, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Enumeral Biomedical Holdings, Inc. | ||
Entity Central Index Key | 1,561,551 | ||
Document Type | 10-K | ||
Trading Symbol | ENUM | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 9,389,712 | ||
Entity Common Stock, Shares Outstanding | 128,409,788 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 3,162,400 | $ 3,596,262 |
Accounts receivable | 189,068 | 306,012 |
Prepaid expenses and other current assets | 47,317 | 280,479 |
Total current assets | 3,398,785 | 4,182,753 |
Property and equipment, net | 902,097 | 1,511,493 |
Other assets: | ||
Restricted cash | 534,780 | 534,780 |
Other assets | 111,556 | 114,572 |
Total assets | 4,947,218 | 6,343,598 |
Current liabilities: | ||
Accounts payable | 308,857 | 343,736 |
Accrued expenses and other current liabilities | 386,355 | 714,384 |
Deferred revenue | 14,505 | 130,539 |
Equipment lease financing | 251,631 | 240,473 |
Derivative liabilities | 2,138,091 | |
Total current liabilities | 961,348 | 3,567,223 |
Deferred rent, net of current portion | 63,116 | 36,847 |
Long-term equipment lease financing | 14,840 | 266,471 |
Total liabilities | 1,039,304 | 3,870,541 |
Commitments and contingencies | ||
Stockholders' equity (deficiency): | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized: -0- shares issued and outstanding as of December 31, 2016 and 2015, respectively | ||
Common stock, $0.001 par value; 300,000,000 shares authorized: 128,343,122 and 51,932,571 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 128,343 | 51,933 |
Additional paid-in-capital | 30,044,778 | 16,830,100 |
Accumulated deficit | (26,265,207) | (14,408,976) |
Total stockholders' equity | 3,907,914 | 2,473,057 |
Total liabilities and stockholders' equity | $ 4,947,218 | $ 6,343,598 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 128,343,122 | 51,932,571 |
Common stock, outstanding | 128,343,122 | 51,932,571 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | ||
Collaboration and license revenue | $ 1,999,666 | $ 1,100,000 |
Grant revenue | 453,202 | 389,385 |
Total revenue | 2,452,868 | 1,489,385 |
Cost of revenue and expenses: | ||
Research and development | 4,865,056 | 6,493,859 |
General and administrative | 4,561,076 | 5,695,932 |
Total cost of revenue and expenses | 9,426,132 | 12,189,791 |
Loss from operations | (6,973,264) | (10,700,406) |
Other income (expense): | ||
Interest income (expense) | (4,913,545) | 9,699 |
Loss on extinguishment of derivative liabilities | (1,577,896) | |
Change in fair value of derivative liabilities | 1,608,474 | 13,980,711 |
Total other income (expense), net | (4,882,967) | 13,990,410 |
Net income (loss) before income taxes | (11,856,231) | 3,290,004 |
Provision for income taxes | ||
Net income (loss) | (11,856,231) | 3,290,004 |
Other comprehensive income (loss): | ||
Reclassification of loss included in net income | 19,097 | |
Net unrealized holding losses on available-for-sale securities arising during the period | (9,320) | |
Comprehensive income (loss) | $ (11,856,231) | $ 3,299,781 |
Basic net income (loss) per share (in dollars per share) | $ (0.21) | $ 0.06 |
Diluted net income (loss) per share (in dollars per share) | $ (0.21) | $ 0.06 |
Weighted-average number of common shares outstanding - basic (in shares) | 56,188,284 | 51,679,230 |
Weighted-average number of common shares oustanding - diluted (in shares) | 56,188,284 | 52,365,494 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficiency) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Begining balance at Dec. 31, 2014 | $ 51,589 | $ 15,965,252 | $ (9,777) | $ (17,690,647) | $ (1,683,583) |
Begining balance (in shares) at Dec. 31, 2014 | 51,588,617 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 827,184 | 827,184 | |||
Reclassification for loss included in net income | 19,097 | 19,097 | |||
Unrealized holding losses on available-for-sale securities | (9,320) | (9,320) | |||
Exercise of stock option | $ 125 | 29,550 | 29,675 | ||
Exercise of stock options (in shares) | 124,906 | ||||
Issuance of restricted stock | $ 219 | (219) | |||
Issuance of restricted stock (in shares) | 219,048 | ||||
Cumulative effect of change in accounting principle (Note 3) | 8,333 | (8,333) | |||
Net loss | 3,290,004 | 3,290,004 | |||
Ending balance at Dec. 31, 2015 | $ 51,933 | 16,830,100 | (14,408,976) | 2,473,057 | |
Ending balance (in shares) at Dec. 31, 2015 | 51,932,571 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 932,325 | 932,325 | |||
Unrealized holding losses on available-for-sale securities | |||||
Issuance of restricted stock | $ 141 | (141) | |||
Issuance of restricted stock (in shares) | 140,910 | ||||
Warrant Tender Offer and extinguishment of derivative liabilities (Note 10) | $ 27,463 | 5,027,333 | 5,054,796 | ||
Warrant Tender Offer and extinguishment of derivative liabilities (Note 10) (in shares) | 27,463,096 | ||||
Conversion of the Notes as a result of the Warrant Tender Offer (Note 10) | $ 48,806 | 7,255,161 | 7,303,967 | ||
Conversion of the Notes as a result of the Warrant Tender Offer (Note 10) (in shares) | 48,806,545 | ||||
Net loss | (11,856,231) | (11,856,231) | |||
Ending balance at Dec. 31, 2016 | $ 128,343 | $ 30,044,778 | $ (26,265,207) | $ 3,907,914 | |
Ending balance (in shares) at Dec. 31, 2016 | 128,343,122 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (11,856,231) | $ 3,290,004 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 609,396 | 616,523 |
Exit costs associated with write-off of net carrying value of leasehold improvements | 22,962 | |
Stock-based compensation | 932,325 | 827,184 |
Change in fair value of derivative liabilities | (1,608,474) | (13,980,711) |
Loss on extinguishment of derivative liabilities | 1,577,896 | |
Realized loss on marketable securities | 19,097 | |
Non-cash interest expense | 4,265,711 | |
Accretion of debt discount | 507,849 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 116,944 | (21,611) |
Prepaid expenses and other assets | 236,178 | (184,255) |
Accounts payable | (34,879) | (270,370) |
Accrued expenses and other liabilities | (328,029) | 497,243 |
Deferred rent | 26,269 | 4,431 |
Deferred revenue | (116,034) | (105,549) |
Net cash used in operating activities | (5,671,079) | (9,285,052) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,050,506) | |
Proceeds from sale of marketable securities | 3,000,799 | |
Receipt of security deposit | 27,630 | |
Net cash provided by investing activities | 1,977,923 | |
Cash flows from financing activities: | ||
Proceeds from the issuance of promissory notes, net of issuance costs | 2,530,407 | |
Proceeds from the Warrant Tender Offer, net of issuance costs | 2,947,283 | |
Proceeds from the exercise of stock options | 29,675 | |
Proceeds from the equipment lease financing | 413,599 | |
Payments on equipment lease financing | (240,473) | |
Net cash provided by financing activities | 5,237,217 | 443,274 |
Net decrease in cash and cash equivalents | (433,862) | (6,863,855) |
Cash and cash equivalents, beginning of period | 3,596,262 | 10,460,117 |
Cash and cash equivalents, end of period | 3,162,400 | 3,596,262 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 142,637 | 6,464 |
Non-cash equipment lease financing | 93,345 | |
Conversion of the Notes into common stock | 3,038,256 | |
Reclassification of derivative liabilities to equity | $ 529,617 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | 1 - NATURE OF BUSINESS Enumeral Biomedical Corp. (“Enumeral”) was founded in 2009 in the state of Delaware as Enumeral Technologies, Inc. The name was later changed to Enumeral Biomedical Corp. On July 31, 2014, Enumeral entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Enumeral Biomedical Holdings, Inc., which was formerly known as Cerulean Group, Inc. (“Enumeral Biomedical” or the “Company”), and Enumeral Acquisition Corp., a wholly owned subsidiary of Enumeral Biomedical (“Acquisition Sub”), pursuant to which the Acquisition Sub merged with and into Enumeral (the “Merger”). Enumeral was the surviving corporation in the Merger and became a wholly owned subsidiary of the Company. As a result of the Merger, all issued and outstanding common and preferred shares of Enumeral were exchanged for common shares of Enumeral Biomedical Holdings, Inc. The Merger is considered to be a recapitalization of the Company which has been retrospectively applied to these financial statements for all periods presented. Upon the closing of the Merger and under the terms of a split-off agreement and a general release agreement (the “Split-Off Agreement”), the Company transferred all of its pre-Merger operating assets and liabilities to its wholly-owned special-purpose subsidiary, Cerulean Operating Corp. (the “Split-Off Subsidiary”). Thereafter, pursuant to the Split-Off Agreement, the Company transferred all of the outstanding shares of capital stock of the Split-Off Subsidiary to the pre-Merger majority stockholder of the Company, and the former sole officer and director of the Company (the “Split-Off”), in consideration of and in exchange for (i) the surrender and cancellation of an aggregate of 23,100,000 shares of the Company’s common stock held by such stockholder (which were cancelled and will resume the status of authorized but unissued shares of the Company’s common stock) and (ii) certain representations, covenants and indemnities. As a result of the Merger and the Split-Off, the Company discontinued its pre-Merger business and acquired the business of Enumeral, and is continuing the existing business operations of Enumeral as a publicly-traded company under the name Enumeral Biomedical Holdings, Inc. Also on July 31, 2014, the Company closed a private placement offering (the “PPO”) of 21,549,510 Units (the “Units”) of its securities, at a purchase price of $1.00 per Unit, each Unit consisting of one share of the Company’s common stock and a warrant to purchase one share of the Company’s common stock at an exercise price of $2.00 per share and with a term of five years (the “PPO Warrants”). Additional information concerning the PPO and PPO Warrants is presented below in Note 10. Also on July 31, 2014, the Company changed its fiscal year from a fiscal year ending on October 31 of each year to one ending on December 31 of each year, which is the fiscal year end of Enumeral. Following the Merger, the Company has continued Enumeral’s business of discovering and developing novel antibody immunotherapies that help the immune system fight cancer and other diseases. The Company utilizes a proprietary platform technology that facilitates the rapid high resolution measurement of immune cell function within small tissue biopsy samples. The Company’s initial focus is on the development of a pipeline of next generation monoclonal antibody drugs targeting established and novel immune-modulatory receptors. The concept of stimulating the immune system to fight cancer was first advanced more than a century ago, but it is only recently that the field of immuno-oncology has seen clinical success, with marketing approvals being granted for antibodies that block CTLA-4 (Yervoy® (ipilimumab)) and PD-1 (Keytruda® (pembrolizumab) and Opdivo® (nivolumab)), and PD-L1 (Tecentriq® (atezolizumab)). Use of these drugs has established that durable anti-tumor responses can be elicited in some patients by blocking the checkpoints that normally suppress the human immune response against cancer cells. The success of these drugs suggests that immuno-oncology may fundamentally alter the course of cancer treatment. In the Company’s lead antibody program, the Company has characterized certain anti-PD-1 antibodies, or simply “PD-1 antibodies,” using patient biopsy samples, in an effort to identify next generation PD-1 antagonists with enhanced selectivity for the immune effector cells that carry out anti-tumor functions. The Company has identified two antagonist PD-1 antibodies that inhibit PD-1 activity in different ways. The distinction is that one of the antibodies (ENUM 388D4) blocks binding of the ligand PD-L1 to PD-1, while the other antibody (ENUM 244C8) does not inhibit PD-L1 binding. However, both display activity in various biological assays. In addition to the Company’s PD-1 antibody program, the Company is developing antibody drug candidates for a number of other immunomodulatory protein targets, including TIM-3, CD39, and TIGIT. The Company is also pursuing several antibody programs for which the Company has not yet publicly disclosed the targets. The Company’s proprietary platform technology, exclusively licensed from the Massachusetts Institute of Technology, or MIT, is a microwell array technology that detects secreted molecules (such as antibodies and cytokines) and cell surface markers, at the level of single, live cells – and enables recovery of single, live cells of interest. The platform technology can be used to achieve at least three separate, but complementary, objectives. First, the Company uses the platform to rapidly produce antibody libraries with high diversity. Second, the platform has the potential to guide rational selection of lead candidates derived from these libraries, through characterization of immune function at the level of single cells from human biopsy samples. Third, it has the potential to identify patients more likely than others to benefit from treatment with a given therapeutic antibody. Thus, the Company’s platform is a multipurpose tool that is valuable for activities ranging from antibody discovery to target discovery to patient stratification in clinical development. The platform yields multidimensional, functional read-outs from single live cells, such as tumor infiltrating lymphocytes, or TILs, from human tumor biopsy samples, and it enables the Company to examine the responses of different classes of human immune cells to treatment with immuno-modulators in the context of human disease, as opposed to animal models of disease. To date, the Company’s proof-of-concept corporate collaborations have provided minimal revenue. However, the Company’s business has not generated (nor does the Company anticipate that in the foreseeable future it will generate) the cash necessary to finance its operations. The Company expects to continue to incur losses and negative cash flows from operations for the foreseeable future The Company continues to be a “smaller reporting company,” as defined under the Exchange Act, following the Merger. The Company believes that as a result of the Merger, it has ceased to be a “shell company” (as such term is defined in Rule 12b-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)). |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
GOING CONCERN | 2 - GOING CONCERN The Company’s consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States which contemplate the Company’s continuation as a going concern. As of December 31, 2016, the Company had cash and cash equivalents of $3,162,400. The Company’s continuation as a going concern is dependent upon the Company attaining profitable operations, generating continued cash payments from partners under new or existing contracts and raising additional capital, t hrough public or private equity offerings, debt financings, or strategic collaborations and licensing arrangements Since the Company’s inception in 2009, it has incurred significant net losses and negative cash flows from operations. As of December 31, 2016, the Company had an accumulated deficit of $26,265,207. The Company’s recurring losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern, and as a result the Company’s independent registered public accounting firm included an explanatory paragraph in its report on the Company’s consolidated financial statements for the fiscal year ended December 31, 2016. The Company’s liquidity is highly dependent on its ability to obtain additional capital in the near future. The Company’s failure to raise new capital would impair its ability to both continue its current collaborations and develop new collaborative partnerships and could result in its failure to continue to operate as a going concern. Substantial doubt about its ability to continue as a going concern may also create negative reactions to the price of the Company’s common stock, and the Company may not be able to obtain additional financing in the future. As of the date of this filing the Company believes it has sufficient liquidity to fund operations into May 2017. The Company is currently exploring a range of potential transactions, which may include public or private equity offerings, debt financings, collaborations and licensing arrangements, and/or other strategic alternatives, including a merger, sale of assets or other similar transactions. If the Company is unable to raise additional capital on terms acceptable to the Company and on a timely basis, the Company will be required to downsize or wind down its operations through liquidation, bankruptcy, or a sale of its assets. In addition, to the extent additional capital is raised through the sale of equity or convertible debt securities, such securities may be sold at a discount from the market price of the Company’s common stock. The issuance of these securities could also result in significant dilution to some or all of the Company’s stockholders, depending on the terms of the transaction. The consolidated financial statements do not include any adjustments related to the recovery and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. The Company expects to incur significant expenses and operating losses for the foreseeable future, and the Company’s net losses may fluctuate significantly from quarter to quarter and from year to year. These factors raise substantial doubt about the Company’s ability to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codifications (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to accruals, stock-based compensation expense, warrants to purchase securities, and reported amounts of revenue and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Principles of Consolidation and Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. In these consolidated financial statements, “subsidiaries” are companies that are wholly owned, the accounts of which are consolidated with those of the Company. Significant intercompany transactions and balances are eliminated in consolidation. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment, which is the business of discovering and developing novel antibody immunotherapies that help the immune system fight cancer and other diseases. The Company operates in only one geographic segment. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of 90 days or less from the purchase date to be cash equivalents. Cash and cash equivalents are held in depository and money market accounts and are reported at fair value. Marketable Securities Marketable securities consist of U.S. treasury securities with maturities of more than 90 days. The Company has determined the appropriate balance sheet classification of the securities as current since they are available for use in current operating activities, regardless of actual maturity dates, and are recorded on the balance sheet at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income (loss), which is a separate component of stockholders’ equity. When securities are sold, the unrealized gains and losses are reclassified to net earnings. Concentration of Credit Risk The Company has no significant off-balance sheet concentrations of credit risk such as foreign currency exchange contracts, option contracts or other hedging arrangements. Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents. The Company generally invests its cash in money market funds, U.S. Treasury securities and U.S. Agency securities that are subject to minimal credit and market risk. Management has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. At times, the Company’s cash balances may exceed the current insured amounts under the Federal Deposit Insurance Corporation. Fair Value of Financial Instruments Fair value of financial instruments included in current assets and current liabilities are estimated to approximate their book values, due to the short maturity of such instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. The Company’s assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with FASB’s Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures The three levels are defined as follows: Level 1 Level 2 Level 3 The Company’s cash equivalents carried at fair value are primarily comprised of federal agency backed money market funds. The valuation of the Company’s derivative liabilities is discussed below and in Note 11. The following table presents information about the Company’s financial assets and liabilities measured at a fair value on a recurring basis as of December 31, 2016 and 2015: December 31, Quoted Prices in Observable Unobservable Assets Cash $ 1,137,633 $ 1,137,633 $ - $ - Money market funds, included in cash equivalents $ 2,024,767 $ 2,024,767 $ - $ - December 31, Quoted Prices in Observable Unobservable Assets Cash $ 815,890 $ 815,890 $ - $ - Money market funds, included in cash equivalents $ 2,780,372 $ 2,780,372 $ - $ - Liabilities Derivative liabilities $ 2,138,091 $ - $ - $ 2,138,091 The following table provides a roll forward of the fair value of the Company’s derivative liabilities, using Level 3 inputs: Balance as of December 31, 2015 $ 2,138,091 Change in fair value (1,608,474 ) Extinguishment of derivative liabilities (529,617 ) Balance as of December 31, 2016 $ - Accounts Receivable and Allowance for Doubtful Accounts Trade receivables are recorded at the invoiced amount. The Company maintains allowances for doubtful accounts, if needed, for estimated losses resulting from the inability of customers to make required payments. This allowance is based on specific customer account reviews and historical collections experience. There was no allowance for doubtful accounts as of December 31, 2016 or December 31, 2015. Property and Equipment Property and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: Lab equipment 3-5 years Computer equipment and software 3 years Furniture 3 years Leasehold improvements Shorter of useful life or life of the lease Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicated that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. There have been no impairments recognized during the years ended December 31, 2016 and 2015, respectively. Revenue Recognition Collaboration and License Revenue Non-refundable license fees are recognized as revenue when the Company has a contractual right to receive such payment, the contract price is fixed or determinable, the collection of the resulting receivable is reasonably assured and the Company has no further performance obligations under the license agreement. Multiple element arrangements, such as license and development arrangements are analyzed to determine whether the deliverables, which often include license and performance obligations such as research and steering committee services, can be separated or whether they must be accounted for as a single unit of accounting in accordance with GAAP. The Company recognizes up-front license payments as revenue upon delivery of the license only if the license has stand-alone value and the fair value of the undelivered performance obligations, typically including research and/or steering committee services, can be determined. If the fair value of the undelivered performance obligations can be determined, such obligations would then be accounted for separately as performed. If the license is considered to either (i) not have stand-alone or (ii) have stand-alone value but the fair value of any of the undelivered performance obligations cannot be determined, the arrangement would then be accounted for as a single unit of accounting and the license payments and payments for performance obligations are recognized as revenue over the estimated period of when the performance obligations are performed. Whenever the Company determines that an arrangement should be accounted for as a single unit of accounting, it must determine the period over which the performance obligations will be performed and revenue will be recognized. Revenue will be recognized using either a relative performance or straight-line method. The Company recognizes revenue using the relative performance method provided that the Company can reasonably estimate the level of effort required to complete its performance obligations under an arrangement and such performance obligations are provided on a best-efforts basis. Direct labor hours or full-time equivalents are typically used as a measure of performance. Revenue recognized under the relative performance method would be determined by multiplying the total payments under the contract, excluding royalties and payments contingent upon achievement of substantive milestones, by the ratio of level of effort incurred to date to estimated total level of effort required to complete the Company’s performance obligations under the arrangement. Revenue is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the relative performance method, as of each reporting period. If the Company cannot reasonably estimate the level of effort required to complete its performance obligations under an arrangement, but the Company can reasonably estimate when the performance obligation ceases or the remaining obligations become inconsequential and perfunctory, then the total payments under the arrangement (excluding royalties and payments contingent upon achievement of substantive milestones) would be recognized as revenue on a straight-line basis over the performance period. In December 2014, the Company entered into a study agreement for a term of up to 24 months with Merck Sharp & Dohme Corp., or Merck (the “Merck Agreement”). In February 2016, the Company and Merck subsequently amended the work plan under the Merck Agreement to also include non-small cell lung cancer tissues. Pursuant to the Merck Agreement, the Company is conducting a specified research program using its platform technology to identify functional response of single cell types in colorectal cancer and non-small cell lung cancer in the presence or absence of immunomodulatory receptor modulators identified by Merck. In this collaboration, Merck has reimbursed the Company for the cost of performing the work plan set forth in the Merck Agreement, for up to a specified number of full-time employees at a pre-determined annual rate. In addition, Merck will make certain milestone payments to the Company upon the completion of specified objectives set forth in the Merck Agreement and related work plan. In September 2015, the Company announced the achievement of the first milestone under the Merck Agreement. In January 2016, the Company and The University of Texas M.D. Anderson Cancer Center (“MDACC”) entered into a Collaborative Research and Development Agreement (the “MDACC Agreement”). Under the MDACC Agreement, the Company and MDACC plan to collaborate on the discovery and development of novel monoclonal antibodies against selected targets in immune-oncology, utilizing the Company’s antibody discovery and immune profiling platform and MDACC’s preclinical and development expertise and infrastructure. Pursuant to the terms of the MDACC Agreement, the Company and MDACC will share the costs of research and development activities necessary to take development candidates through successful completion of a Phase I clinical trial. The MDACC Agreement provides for a structure whereby the Company and MDACC are each granted the right to receive a percentage of the net income from product sales or any payments associated with licensing or otherwise partnering a program with a third party. To date, the Company has not yet commenced work under the MDACC agreement. In June 2016, the Company entered into a Definitive License and Transfer Agreement (the “Definitive Agreement”) with Pieris Pharmaceuticals, Inc. and Pieris Pharmaceuticals GmbH (collectively, “Pieris”). Pursuant to the terms and conditions of the Definitive Agreement, Pieris is licensing from the Company specified intellectual property related to the Company’s anti-PD-1 antibody program ENUM 388D4 for the potential development and commercialization by Pieris of novel multispecific therapeutic proteins comprising fusion proteins based on Pieris’ Anticalins® class of therapeutic proteins and the Company’s antibodies in the field of oncology. The Company had previously entered into a License and Transfer Agreement (the “License Agreement”) with Pieris in April 2016, which the Definitive Agreement superseded. Pieris paid the Company an upfront license fee in the amount of $250,000 in connection with execution of the License Agreement, and paid the Company a $750,000 license maintenance fee, to continue the licensing arrangements under the License Agreement. Under the Definitive Agreement, the Company has granted Pieris an option until May 31, 2017 to license specified patent rights and know-how covering two additional undisclosed antibody programs on the same terms and conditions as for the Company’s 388D4 anti-PD-1 antibody (each, a “Subsequent Option”). Pieris may exercise the Subsequent Options separately and on different dates during the option period. Pieris will pay the Company additional license fees in the event that Pieris exercises one or both Subsequent Options Grant Revenue In September 2014, the Company was awarded a Phase II Small Business Innovation Research contract from the National Cancer Institute (“NCI”) for up to $999,967 over two years. In September 2016, the Company entered to an amendment to its NCI contract to extend the period of performance under the contract to March 15, 2017. We do not anticipate any further amendments to the NCI contract. Grant revenue consists of a portion of the funds received to date from the NCI. Revenue is recognized as the related research services are performed in accordance with the terms of the agreement. Research and Development Expenses Research and development expenditures are charged to the consolidated statements of operations and comprehensive income (loss) as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries and benefits, facilities costs, clinical supply costs, contract services, depreciation and amortization expense and other related costs. Costs associated with acquired technology, in the form of upfront fees or milestone payments, are charged to research and development expense as incurred. Legal fees incurred in connection with patent applications, along with fees associated with the license to the Company’s core technology, are expensed as research and development expense. Derivative Liabilities The Company’s derivative liabilities related to (a) warrants to purchase an aggregate of 23,549,510 shares of our common stock that were issued in connection with the July 2014 PPO and (b) warrants to purchase 41,659 shares of Enumeral Series A Preferred Stock that were issued in December 2011 and June 2012 pursuant to Enumeral’s debt financing arrangement with Square 1 Bank that were subsequently converted into warrants to purchase 66,574 shares of the Company’s common stock in connection with the July 2014 Merger. Due to the price protection provision included in the original warrant agreements, the warrants were deemed to be derivative liabilities and, therefore, the fair value of the warrants was recorded in the current liability section of the consolidated balance sheet. As such, the outstanding warrants, accounted for as derivative liabilities, were revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liabilities on the consolidated statement of operations. Upon exercise of the warrant or modification of the warrant agreements to remove the terms that required derivative liability treatment, the derivative liabilities are revalued on the date that such event occurs and the remaining value is reclassified to additional paid in capital. In connection with the Warrant Tender Offer, all derivative liabilities outstanding were extinguished and the Company applied the extinguishment of liabilities model to determine the loss on extinguishment of derivative liabilities. The consideration transferred to extinguish the derivative liabilities was recorded at fair value and compared to the cash received in connection with the tender offer to determine the loss on extinguishment of the derivative liabilities. As a result of the December 12, 2016 Warrant Tender Offer these warrants were no longer classified as derivative liabilities on the consolidated balance sheet. Additional detail regarding these warrants can be found in Note 11 below. The Company used the Black-Scholes option-pricing model to estimate the fair values of the issued and outstanding warrants. Comprehensive Income (Loss) Other comprehensive income (loss) is comprised of unrealized holding gains and losses arising during the period on available-for-sale securities that are not other-than-temporarily impaired. The unrealized gains and losses are reported in accumulated other comprehensive income (loss), until the securities are sold or mature, at which time they are reclassified to earnings. The Company made no reclassifications out of accumulated other comprehensive loss to net income (loss) during the year ended December 31, 2016. The Company reclassified $19,097 out of accumulated other comprehensive loss to net income (loss) during the year ended December 31, 2015. Stock-Based Compensation The Company accounts for stock-based compensation awards to employees and directors in accordance with ASC Topic 718, Compensation-Stock Compensation The Company estimates the fair value of its common stock options using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected stock price volatility, (b) the expected term of the award, (c) the risk-free interest rate, (d) expected dividends, and (e) the estimated fair value of the Company’s common stock on the measurement date. As of January 1, 2016, the Company began using a blended average of its historical volatility and the historical volatility of a group of similarly situated companies to calculate the expected volatility when valuing the Company’s stock options. For purposes of calculating this blended volatility, the Company selected companies with comparable characteristics, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the Company and the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Prior to January 1, 2016, due to the lack of a public market for the trading of the Company’s common stock and a lack of company specific historical and implied volatility data, the Company had based its estimate of expected volatility only on the historical volatility of a group of similarly situated companies that were publicly traded. Due to the lack of specific historical option activity, the Company has primarily estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term for non-employee awards is the remaining contractual term of the option. The risk-free interest rates are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid dividends, and does not expect to pay dividends in the foreseeable future. The Company’s common stock is publicly traded, and fair market value is determined based on the closing sales price of the Company’s common stock on the OTCQB. Effective January 1, 2016, the Company has elected to account for forfeitures as they occur, as permitted by ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting Prior to the adoption of ASU No. 2016-09, the Company estimated the number stock-based awards that were expected to vest, and only recognized compensation expense for such awards. The estimation of stock awards that will ultimately vest required judgment, and to the extent actual results or updated estimates differed from current estimates, such amounts were recorded as a cumulative adjustment in the period estimates were revised. The Company considered many factors when estimating expected forfeitures, including type of awards granted, employee class, and historical experience. Effective January 1, 2016, the Company elected to recognize forfeitures as they occur. The impact of that change in accounting policy has been recorded as an $8,333 cumulative effect adjustment to accumulated deficit, as of December 31, 2015. During the year ended December 31, 2014, the Company engaged a third party to develop a binomial lattice model to estimate the fair value of options to purchase a total of 450,000 shares with vesting based on the future performance of a share of the Company’s common stock. Earnings (Loss) Per Share Basic earnings (loss) per common share amounts are based on the weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options, warrants and convertible debt, subject to anti-dilution limitations. All such potentially dilutive instruments were anti-dilutive as of December 31, 2016. As of December 31, 2016 and 2015, the number of shares underlying options and warrants that were anti-dilutive were approximately 30.4 million and 26.8 million, respectively. Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes The Company had no uncertain tax liabilities as of December 31, 2016 or December 31, 2015. The guidance requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority. If a tax position meets the more likely than not recognition criteria, the guidance requires the tax position be measured at the largest amount of benefit greater than 50% likely of being realized upon ultimate settlement. As of December 31, 2016, the Company had accumulated losses of $26,265,207 since inception and, therefore, has not paid any federal income taxes. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which are uncertain. Accordingly, valuation allowances in amounts equal to the deferred tax assets have been established to reflect these uncertainties. Utilization of the deferred tax asset, consisting of net operating loss and research and development credit carryforwards, may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Accounting Standards Adopted in the Period In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 305-40): Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40) Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 4 - PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: December 31, 2016 2015 Laboratory equipment $ 2,398,685 $ 2,559,986 Computer/office equipment and software 115,885 187,337 Furniture, fixtures and office equipment 73,734 73,734 Leasehold improvements 75,262 75,262 2,663,566 2,896,319 Less - Accumulated depreciation and amortization (1,761,469 ) (1,384,826 ) Total property and equipment, net $ 902,097 $ 1,511,493 The Company recognized depreciation and amortization expense of $609,396 and $616,523 for the years ended December 31, 2016 and 2015, respectively. During the year ended December 31, 2016, the Company retired property and equipment with a gross cost of $232,753 which had no remaining carrying value. During the year ended December 31, 2015, the Company retired leasehold improvements with a gross cost of $112,507 and expensed the remaining net carrying value of $22,962 associated with the write-down of leasehold improvements due to a relocation of the Company’s corporate office and research laboratories in March 2015 (see Note 8). |
RESTRICTED CASH
RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2016 | |
Restricted Cash and Investments [Abstract] | |
RESTRICTED CASH | 5 - RESTRICTED CASH The Company held restricted cash of $534,780 as of December 31, 2016 and December 31, 2015, respectively. The balances are primarily held on deposit with a bank to collateralize a standby letter of credit in the name of the Company’s facility lessor in accordance with the Company’s facility lease agreement. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The Company’s accrued expenses and other current liabilities consist of the following: As of December 31, 2016 2015 Accrued wages and benefits $ 222,141 $ 447,769 Accrued professional fees 130,350 213,475 Accrued other 33,864 53,140 Total accrued expenses and other current liabilities $ 386,355 $ 714,384 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | 7 - DEBT Promissory Notes On July 29, 2016, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with certain accredited investors (the “Buyers”), pursuant to which the Buyers purchased the Company’s 12% Senior Secured Promissory Notes (the “Notes”) in the aggregate principal amount of $3,038,256 (before deducting placement agent fees and expenses of $385,337), which includes $38,256 pursuant to an over-allotment option (the “Note Offering”). The Company incurred additional legal fees of $122,512 associated with the Notes. The Company recorded the Notes net of loan issuance fees of $507,849, which were accreted to interest expense over the term of the loan using the effective interest method. The Notes had an aggregate principal balance of $3,038,256 and a stated maturity date of 12 months from the date of issuance. The principal on the Notes bore interest at a rate of 12% per annum, payable monthly commencing on September 1, 2016. Interest was payable in shares (the “Repayment Shares”) of the Company’s common stock; provided, however, that interest would not be calculated or accrued in a manner that triggered an anti-dilution adjustment on the PPO Warrants. In the event that on an interest payment date, the PPO Warrants’ anti-dilution provision would be triggered by the payment of interest in shares of the Company’s common stock, interest payments on the Notes could be paid in cash. The Notes ranked senior to all of the Company’s existing indebtedness, except as otherwise set forth in the Notes. The maturity date of the outstanding principal amount of the Notes, together with accrued and unpaid interest due thereon, would accelerate to the date (on or after September 1, 2016) on which the Company completed and closed certain financing transactions that achieved minimum thresholds, as specified in the Notes. In such specified transactions, the Notes would convert at a valuation per share equal to 50% of the price per share of securities sold in that financing transaction. In addition, in the event of a sale of the Company during the term of the Notes, Note Holders would have been entitled to receive 1.5x of the principal amount of the Notes plus accrued interest, paid in either cash or securities of acquiring entity at the acquiring entity’s discretion. The Company’s obligations under the Notes were secured, pursuant to the terms of an Intellectual Property Security Agreement (the “Security Agreement”), dated as of the July 29, 2016, among the Company, Enumeral, the Buyers and the collateral agent for the Buyers named therein, by a first priority security interest in all now owned or hereafter acquired intellectual property of the Company and Enumeral, except to the extent such intellectual property cannot be assigned or the creation of a security interest would be prohibited by applicable law or contract. Due to the Warrant Tender Offer (as discussed below in Note 10), the Notes were converted into 48,806,545 shares of the Company’s common stock. Through the date of the Warrant Tender offer, the Company had accreted $84,642 of the loan issuance fees to interest expense. As a result, the Company expensed the remaining loan issuance fees of $423,207 to interest expense for the year ended December 31, 2016. During the term of the Note, the Company incurred interest expense of $136,722, of which $124,569 was paid in cash to the Note Holders and $12,153 was accrued and converted into shares of the Company’s common stock issued to the Note Holders. In addition, pursuant to the placement agent agreement for the Notes, the placement agent received warrants exercisable for a period of ten years to purchase shares of the Company’s common stock, equal to 10% percent of the number of shares issued upon the conversion of the Notes, resulting in warrants to purchase 4,880,655 shares of the Company’s common stock issued to the placement agent. As the conversion of the Notes was an integrated transaction that occurred due to the completion of the Warrant Tender Offer, the Company included the placement agent warrants issued as part of the loss on extinguishment of derivative liabilities. The Notes contained a contingent beneficial conversion feature as they were convertible upon the occurrence of certain equity financings. Upon the completion of the Warrant Tender Offer, the contingency was resolved and the Company recognized $4,253,558 of interest expense based on the intrinsic value of the beneficial conversion feature. Equipment Lease Financing In December 2015, the Company and Fountain Leasing 2013 LP (“Fountain”) entered into a master lease agreement and related transaction documents, pursuant to which Fountain provided the Company with $506,944 for the purchase of research and development lab equipment (the “Fountain Lease”). Fountain’s security under the Fountain Lease is the equipment purchased and a security deposit in the amount of $101,389. The initial term of the Fountain Lease is 36 months, with payments of $21,545 per month for the first 24 months and then $1,267 for the 12 months thereafter. Pursuant to the terms of the Fountain Lease, the Company has an option at the end of the initial term to purchase the equipment for the greater of $25,347 or current fair market value, provided that such amount shall not be in excess of $152,083. In addition, the Company also has the option to extend the Fountain Lease for an additional 12 month period at a rate of $8,872 per month with the right at the end of such extension term to purchase the equipment for fair value or to return the equipment to Fountain. The Fountain Lease has a lease rate factor of 4.25% per month for the first 24 months and 0.25% per month for the final 12 months of the initial term. The Company has recorded current equipment lease financing of $251,631 and long-term equipment lease financing of $14,840 as of December 31, 2016. The equipment has been included in property and equipment on the Company’s consolidated balance sheets. Future principal payments on the equipment lease financing are as follows: For the twelve months ended December 31, Amount 2017 $ 258,542 2018 15,208 Total equipment lease financing payments $ 273,750 As of December 31, 2016 Amount Current equipment lease financing payments $ 258,542 Less: Amount representing interest (6,911 ) Current equipment lease financing, net $ 251,631 Long-term equipment lease financing payments $ 15,208 Less: Amount representing interest (368 ) Long-term equipment lease financing, net $ 14,840 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 8 - COMMITMENTS Operating Leases In March 2015, the Company relocated its offices and research laboratories to 200 CambridgePark Drive in Cambridge, Massachusetts. The Company is leasing 16,825 square feet at this facility pursuant to Indenture of Lease (the “CambridgePark Lease”) that the Company entered into in November 2014. The term of the CambridgePark Lease is for five years, and the initial base rent is $42.50 per square foot, or approximately $715,062 on an annual basis. The base rent will increase incrementally over the term of the CambridgePark Lease, reaching approximately $804,739 on an annual basis in the fifth year of the term. In addition, the Company is obligated to pay a proportionate share of the operating expenses and applicable taxes associated with the premises, as calculated pursuant to the terms of the CambridgePark Lease. Pursuant to the terms of the CambridgePark Lease, the Company has delivered a security deposit to the landlord in the amount of $529,699, which may be reduced to $411,988 following the second anniversary of the commencement date, provided that the Company meets certain financial conditions set forth in the CambridgePark Lease. The Company has recorded deferred rent in connection with the CambridgePark Lease of $63,116 and $36,847 as of December 31, 2016 and 2015, respectively. This amount has been recorded as a long-term liability on the Company’s consolidated balance sheets. The Company previously occupied offices and research laboratories in approximately 4,782 square feet of space at One Kendall Square in Cambridge, Massachusetts, at an annual rent of $248,664 (the “Kendall Lease”). For the year ended December 31, 2015, the Company recorded an expense of $55,352, representing all exit costs associated with its move to new offices and research laboratories in March 2015. In June 2015, Enumeral entered into a lease termination agreement with the landlord for Enumeral’s former facility at One Kendall Square, pursuant to which the Kendall Lease was terminated as of June 17, 2015. In accordance with the terms of the lease termination agreement, Enumeral is not obligated to pay rent for the One Kendall Square facility after May 31, 2015. Enumeral had maintained a security deposit relating to the facility, recorded as restricted cash on the consolidated balance sheet. This security deposit was returned to Enumeral pursuant to the lease termination agreement. In addition, the Company maintained a small corporate office at 1370 Broadway in New York, New York, at an annual rent of $23,100. The lease for the Company’s New York office expired on December 31, 2016. Rent expense was $1,211,567 and $1,079,753 for the years ended December 31, 2016 and 2015, respectively. Future operating lease commitments as of December 31, 2016 are as follows: Years Ending December 31, Amount 2017 754,966 2018 777,568 2019 800,842 Thereafter 134,123 $ 2,467,499 Employment Agreements The Company has employment letter agreements with members of management which contain minimum annual salaries and, in certain cases, severance benefits. In conjunction with the closing of the Note Offering, Arthur H. Tinkelenberg, Ph.D. was terminated by the Company from his position as President and Chief Executive Officer, effective July 28, 2016. In connection with Dr. Tinkelenberg’s termination, the Company entered into a separation letter agreement with Dr. Tinkelenberg, dated August 4, 2016 (the “Tinkelenberg Separation Agreement”). Pursuant to the terms of the Tinkelenberg Separation Agreement, all of Dr. Tinkelenberg’s options to purchase shares of the Company’s common stock and restricted stock grants that were unvested as of Dr. Tinkelenberg’s separation date shall continue to vest during Dr. Tinkelenberg’s 12-month severance period pursuant to the vesting schedules set forth in such option. Absent a breach of the Tinkelenberg Separation Agreement by Dr. Tinkelenberg during the severance period, all remaining unvested options and shares of restricted stock shall fully vest and become exercisable on the expiration of the severance period, and the period for exercising all such options to purchase shares of the Company’s common stock shall be extended to the date that is five years following the expiration of the severance period. As a result of the modification to Dr. Tinkelenberg’s options, the Company incurred a one-time stock-based compensation charge of $15,580 during the year ended December 31, 2016. During the year ended December 31, 2016, the Company recorded charges related to severance and benefits owed to Dr. Tinkelenberg as a result of his termination. Dr. Tinkelenberg resigned as a director of the Company on September 19, 2016. On September 21, 2016, John J. Rydzewski resigned as Executive Chairman of the Company, and also resigned from the Board of Directors. In connection with Mr. Rydzewski’s resignation, the Company entered into a separation letter agreement with Mr. Rydzewski, dated September 21, 2016. As part of Mr. Rydzewski’s separation letter agreement, 703,326 options became fully vested and the Company incurred a one-time stock-based compensation charge of $83,361 during the year ended December 31, 2016. In addition, the terms of Mr. Rydzewski’s separation letter agreement provide that the Company will continue to pay 100% of the cost of Mr. Rydzewski’s continuation of health and dental benefits through COBRA, until the earlier of 18 months from Mr. Rydzewski’s separation date from the Company or such time as Mr. Rydzewski becomes eligible for similar benefits from another employer. Effective as of September 21, 2016 the Company appointed Wael Fayad to serve as President and Chief Executive Officer of the Company, and, in connection therewith, appointed Mr. Fayad as a director of the Company and Chairman of the Board of Directors. In connection with Mr. Fayad’s appointment, the Board of Directors designated Mr. Fayad as the Company’s “Principal Executive Officer” for U.S. Securities and Exchange Commission reporting purposes, effective as of September 21, 2016. In addition, the Company entered into an offer letter with Mr. Fayad, dated September 21, 2016 (the “Letter Agreement”), which sets forth the terms pursuant to which Mr. Fayad shall serve as the Company’s Chairman of the Board, President and Chief Executive Officer. The Letter Agreement provides that Mr. Fayad will receive a base salary at the rate of $325,000 per annum. Mr. Fayad will also be eligible to earn a target bonus of up to 50% of the base salary, payable in cash, based upon achievement of corporate objectives, individual objectives, and the Company’s finances, all as determined and at the discretion of the independent members of the Board or the Board’s Compensation Committee. Mr. Fayad was granted 2,600,000 options to purchase shares of the Company’s common stock in connection with the Letter Agreement. The Company granted Mr. Fayad 850,000 options under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) and 1,750,000 options outside of the 2014 Plan. Of these, 100,000 options vested immediately upon grant, and the remaining 2,500,000 options vest upon achievement of certain performance-based milestones. |
LICENSE AGREEMENT AND RELATED-P
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS | 9 - LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS License Agreement In April 2011, Enumeral licensed certain intellectual property from the Massachusetts Institute of Technology (“MIT”), then a related party (as one of Enumeral’s scientific co-founders was an employee of MIT), pursuant to an Exclusive License Agreement (the “License Agreement”), in exchange for the payment of upfront license fees and a commitment to pay annual license fees, patent costs, milestone payments, royalties on sublicense income and, upon product commercialization, royalties on the sales of products covered by the licenses or income from corporate partners, and the issuance of 66,303 shares of Enumeral common stock. This intellectual property portfolio includes patents owned by Harvard University or co-owned by MIT and The Whitehead Institute, or MIT and Massachusetts General Hospital. In March 2013, Enumeral and MIT entered into a first amendment to the License Agreement to clarify how equity issuances were to be made thereunder. In July 2014, Enumeral and MIT entered into a second amendment to the License Agreement, pursuant to which MIT’s participation rights and anti-dilution rights under the license agreement were terminated. In April 2015, Enumeral and MIT entered into a third amendment to the License Agreement, which revised the timetable for Enumeral to complete certain diligence obligations relating to the initiation of clinical studies in support of obtaining regulatory approval of a Diagnostic Product (as such term is defined in the License Agreement), as well as the timetable by which Enumeral is required to make the first commercial sale of a Diagnostic Product. In April 2016, Enumeral and MIT entered into a fourth amendment to the License Agreement, which revised the timetable for Enumeral to complete certain diligence obligations relating to the establishment of sublicenses and/or corporate partner agreements for the development of Licensed Products and/or Diagnostic Products, as well as the timetable by which an Investigational New Drug Application shall be filed on a Therapeutic Product (as such terms are defined in the License Agreement). All amounts paid related to the license fees have been expensed as research and development by Enumeral as incurred. The Company incurred $40,000 and $30,000 in the years ended December 31, 2016 and 2015, respectively. In addition to potential future royalty and milestone payments that Enumeral may have to pay MIT per the terms of the License Agreement, Enumeral is obligated to pay an annual fee $50,000 every year unless the License Agreement is terminated. During the year ended December 31, 2016, the Company recorded expense of $100,000 related to a portion of third party license payments owed to MIT pursuant to the terms of the License Agreement. During the year ended December 31, 2015, the Company achieved the first milestone in the Merck Agreement and paid MIT the required percentage of the milestone payment pursuant to the terms of the License Agreement. No royalty payments have been payable as Enumeral has not commercialized any products as set forth in the License Agreement. The Company reimburses costs to MIT and Harvard University for the continued prosecution of the licensed patent estate. For the years ended December 31, 2016 and 2015, the Company reimbursed $183,359 and $325,945 to MIT and $21,042 and $23,637 to Harvard, respectively. As of December 31, 2016 and 2015, the Company had accounts payable and accrued expenses of $43,053 and $168,726, respectively, associated with the reimbursement of costs to MIT and Harvard. Consulting Agreements In September 2014, the Company and Dr. Barry Buckland entered into a Scientific Advisory Board Agreement (the “SAB Agreement”), which replaced Dr. Buckland’s previous consulting agreement and pursuant to which Dr. Buckland serves as chairman of the Company’s Scientific Advisory Board. The SAB Agreement had a term of two years. Pursuant to the terms of the SAB Agreement, Dr. Buckland will receive compensation on an hourly or per diem basis, either in cash or, at Dr. Buckland’s election, in options to purchase the Company’s common stock. The SAB Agreement limits the total amount of compensation payable to Dr. Buckland at $100,000 over any rolling 12-month period. In September 2016, the Company and Dr. Buckland entered into an amendment to the SAB Agreement to extend the term of the agreement an additional year. During the year ended December 31, 2016 and 2015, the Company recognized $12,000 and $32,000 of expense related to the SAB Agreement, respectively. Warrant Tender Offer Pursuant to the Warrant Tender Offer, the following executive officers of the Company elected to participate and exercise all or a portion of the warrants held by such person and received four shares for each Warrant tendered, in accordance with the terms of the Warrant Tender Offer: Mr. Sekhri exercised 43,750 warrants with an aggregate exercise price of $21,875 and received 175,000 shares of Common Stock; Mr. Sarney exercised 8,750 warrants with an aggregate exercise price of $4,375 and received 35,000 shares of Common Stock; Mr. Rothstein exercised 50,000 warrants with an aggregate exercise price of $25,000 and received 200,000 shares of Common Stock; Mr. Easton exercised 120,000 warrants with an aggregate exercise price of $60,000 and received 480,000 shares of Common Stock; Mr. Fayad exercised 74,500 warrants with an aggregate exercise price of $37,250 and received 298,000 shares of Common Stock; Mr. Buckland exercised 13,000 warrants with an aggregate exercise price of $6,500 and received 52,000 shares of Common Stock; and Mr. Van Nostrand exercised 39,000 warrants with an aggregate exercise price of $19,500 and received 156,000 shares of Common Stock. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
EQUITY | 10 - EQUITY Merger On July 31, 2014, Enumeral entered into the Merger Agreement, pursuant to which Enumeral became a wholly owned subsidiary of the Company. The Company’s authorized capital stock currently consists of 300,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of “blank check” preferred stock, par value $0.001. As a result of the Merger, all issued and outstanding common and preferred shares of Enumeral were exchanged for common shares of the Company as follows: (a) each share of Enumeral’s common stock issued and outstanding immediately prior to the closing of the Merger was converted into 1.102121 shares of the Company’s common stock for a total of 4,940,744 shares post-Merger, (b) each share of Enumeral’s Series A Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into 1.598075 shares of the Company’s common stock for a total of 4,421,744 shares post-Merger, (c) each share of Enumeral’s Series A-1 Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into 1.790947 shares of the Company’s common stock for a total of 3,666,428 shares post-Merger, (d) each share of Enumeral’s Series A-2 Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into 1.997594 shares of the Company’s common stock for a total of 3,663,177 shares post-Merger, (e) each share of Enumeral’s Series B Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into 2.927509 shares of the Company’s common stock for a total of 2,777,687 shares post-Merger and (f) a convertible note and accrued interest was converted into 3,230,869 shares of the Company’s common stock post-Merger. As a result of the Merger and the Split-Off, the Company discontinued its pre-Merger business and acquired the business of Enumeral, and has continued the existing business operations of Enumeral as a publicly-traded company under the name Enumeral Biomedical Holdings, Inc. In accordance with “reverse merger” accounting treatment, historical financial statements for Enumeral Biomedical Holdings Inc. as of period ends, and for periods ended, prior to the Merger have been replaced with the historical financial statements of Enumeral prior to the Merger. Private Placement On July 31, 2014, the Company closed a private placement offering (the “PPO”) of 21,549,510 Units of securities, at a purchase price of $1.00 per Unit, each Unit consisting of one share of the Company’s common stock and a warrant to purchase one share of the Company’s common stock at an exercise price of $2.00 per share with a term of five years (the “PPO Warrants”). The net proceeds received from the PPO were $18,255,444. The investors in the PPO had anti-dilution protection on the shares of common stock included in the Units purchased in the PPO in the event that within two years after the closing of the PPO the Company issued common stock or securities convertible into or exercisable for shares of the Company’s common stock at a price lower than the Unit purchase price. The anti-dilution protection expired on July 31, 2016, without being triggered. In addition, the PPO Warrants had anti-dilution protection in the event that prior to the warrant expiration date the Company issued common stock or securities convertible into or exercisable for shares of the Company’s common stock at a price lower than the warrant exercise price, subject to exceptions for certain issuances. The PPO Warrants were amended in connection with the Warrant Tender Offer to remove the anti-dilution provisions. In connection with the PPO, the Company paid its placement agents, EDI Financial, Inc. and Katalyst Securities LLC (the “Placement Agents”), a commission equal to 10% of the gross proceeds raised from investors in the PPO. In addition, the Placement Agents collectively received warrants to purchase 10% of the number of shares of Common Stock included in the Units sold in the PPO, with a term of five (5) years and an exercise price of $1.00 per share (the “PPO Agent Warrants”); provided, however, that the Placement Agents were not entitled to any warrants on the sale of Units in excess of 20,000,000. The Company also agreed to pay to the Placement Agents a cash fee on the amount that any person or entity contacted by the Placement Agents, in connection with the Offering, invested in the Company at any time prior to the date that was eighteen (18) months after the closing of the PPO. No such fee was earned or paid. As a result of the foregoing, the Placement Agents and their respective sub-agents were collectively paid an aggregate commission of $2,154,951 and were issued PPO Agent Warrants to purchase an aggregate of 2,000,000 shares of the Company’s common stock. The Company was also required to reimburse the Placement Agents up to $30,000 of legal expenses incurred in connection with the PPO, in the aggregate. The PPO Agent Warrants were amended in connection with the Warrant Tender Offer on December 12, 2016 to remove the anti-dilution protection provisions and to reduce the exercise price of such PPO Agent Warrants from $1.00 to $0.125 per share. The Company incurred approximately $500,000 of expenses in connection with the offering outside of the placement agent commissions and issued the subagent to one of the placement agents 150,000 shares of the Company’s common stock. In addition, the Merger Agreement provided certain anti-dilution protection to the holders of the Company’s common stock immediately prior to the Merger (after giving effect to the Split-Off), in the event that the aggregate number of units sold in the PPO after the final closing thereof were to exceed 15,000,000. Accordingly, based on the final amount of gross proceeds raised in the PPO, the Company issued 1,690,658 additional shares of the Company’s common stock to holders of the Company’s common stock immediately prior to the Merger. Warrant Tender Offer On December 12, 2016, the Company consummated its Warrant Tender Offer to amend and exercise the outstanding PPO Warrants to purchase an aggregate of 21,549,510 shares of the Company’s common stock. The PPO Warrants of holders who elected to participate in the Warrant Tender Offer were amended to (i) receive four shares of common stock for each warrant exercised rather than one, (ii) reduce the exercise price to $0.50 per warrant in cash (or $0.125 per share); (iii) shorten the exercise period so that it expired concurrently with the expiration of the Warrant Tender Offer at 5:00 p.m. (Eastern Time) on December 9, 2016, and (iv) delete any price-based anti-dilution provisions. Pursuant to the Warrant Tender Offer, an aggregate of 6,863,000 PPO Warrants were tendered by their holders and were amended and exercised in connection therewith for gross proceeds to the Company of $3,431,500. As a result, the Company issued 27,452,000 shares of its common stock to the holders who amended and exercised their PPO Warrants in the Warrant Tender Offer. This resulted in net cash of $2,947,283 after deducting transaction fees of $484,217, of which $254,520 was the Warrant Agent Fee. Per the Warrant Agent Agreement the Company was to pay the warrant agent 8% of the gross proceeds, exclusive of proceeds from the Company's officers and directors. The remaining warrants of holders who elected not to exercise were amended to remove the price-based anti-dilution provisions, thus extinguishing the associated derivative liabilities. In connection with the Warrant Tender Offer, the Company applied the liability extinguishment model to determine the loss on extinguishment of derivative liabilities. As a result of the Warrant Tender Offer, the Notes and the associated accrued interest converted into shares of the Company’s common stock per the Note agreement. The Company issued a total of 48,806,545 shares of the Company’s common stock to the Note Holders. Through the date of the Warrant Tender offer, the Company had accreted $84,642 of the loan issuance fees to interest expense. When the Notes converted, in concurrence with the Warrant Tender Offer, the Company expensed the remaining loan issuance fees of $423,207 to interest expense. During the term of the Note the Company incurred interest expense of $136,722, of which $124,569 was paid in cash to the Note Holders and $12,153 was accrued and converted into shares of the Company’s common stock issued to the Note Holders. The Notes contained a contingent beneficial conversion feature as they were convertible upon the occurrence of certain equity financings. Upon the completion of the Warrant Tender Offer, the contingency was resolved and the Company recognized $4,253,558 of interest expense based on the intrinsic value of the beneficial conversion feature. In addition, pursuant to the placement agent agreement for the Notes, the placement agent received warrants exercisable for a period of ten years to purchase shares of the Company’s common stock, equal to 10% percent of the number of shares issued upon the conversion of the Notes, resulting in warrants to purchase 4,880,665 shares of the Company’s common stock issued to the placement agent. As the conversion of the Notes was an integrated transaction that occurred due to the completion of the Warrant Tender Offer, the Company included the placement agent warrants issued as part of the loss on extinguishment of derivative liabilities discussed above. Refer to Note 11 below for further information regarding the placement agent warrants. On December 12, 2016, in connection with the consummation of the Warrant Tender Offer, the Company and holders of a majority of the outstanding PPO Agent Warrants approved an amendment to remove the price-based anti-dilution provisions in the PPO Agent Warrants and to reduce the exercise price of the PPO Agent Warrants from $1.00 per share to $0.125 per share. The Company recorded a loss on extinguishment of derivative liabilities of $187,240 as a result of this amendment. None of the PPO Agent Warrants were exercised in connection with the Warrant Tender Offer, and all PPO Agent Warrants remain outstanding as of December 31, 2016. Refer to Note 11 below for further details. On December 12, 2016, the Company and Square 1 Bank entered into an amendment in regards to the warrants issued by the Company to Square 1 on July 31, 2014 to change the expiration date to December 12, 2016, reduce the exercise price to $0.125 per share, and remove any anti-dilution provisions. Immediately following this amendment, Square 1 cashless exercised these warrants, and the Company issued 11,096 shares of its common stock. Refer to Note 11 below for further details. The consideration transferred to extinguish the derivative liabilities was recorded at fair value and compared to the cash received in connection with the tender offer to determine the loss on extinguishment of the derivative liabilities. Included in the consideration transferred was the following: (i) the fair value of common shares issued in the Warrant Tender Offer, (ii) the expense associated with the issuance of agent warrants of $704,848, and (iii) the expense related to the modification of the PPO Agent Warrants exercise price from $1.00 a share to $0.125 a share of $187,239. See Note 11 below for additional discussion. |
STOCK OPTIONS, RESTRICTED STOCK
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | 11 - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS Stock Options In December 2009, Enumeral adopted the 2009 Stock Incentive Plan (the “2009 Plan”). The 2009 Plan was terminated in July 2014 in connection with the Merger. On July 31, 2014, the Company’s Board of Directors adopted, and the Company’s stockholders approved, the 2014 Equity Incentive Plan (the “2014 Plan”), which reserves a total of 8,100,000 shares of the Company’s common stock for incentive awards. In connection with the Merger, options to purchase 948,567 shares of Enumeral common stock previously granted under the 2009 Plan were converted into options to purchase 1,045,419 shares of the Company’s common stock under the 2014 Plan. Generally, shares that are expired, terminated, surrendered or cancelled without having been fully exercised will be available for future awards. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards. As of December 31, 2016, there were 1,264,018 shares available for issuance under the 2014 Plan to eligible employees, non-employee directors and consultants. This number is subject to adjustment in the event of a stock split, reverse stock split, stock dividend, or other change in the Company’s capitalization. During the years ended December 31, 2016 and 2015, there were 4,191,182 and 3,444,000 stock options granted to employees, directors or consultants with weighted-average grant date fair values, using the Black-Scholes pricing model, of $0.16 and $0.31, respectively. Pursuant to the terms of the Tinkelenberg Separation Agreement, all of Dr. Tinkelenberg’s options to purchase shares of the Company’s common stock and restricted stock grants that were unvested as of Dr. Tinkelenberg’s separation date shall continue to vest during Dr. Tinkelenberg’s 12-month severance period pursuant to the vesting schedules set forth in such option. As a result of Dr. Tinkelenberg’s separation from the Company, the Company incurred a one-time stock-based compensation charge of $15,580 during the year ended December 31, 2016 for the remaining shares the Company expects to vest. In September 2016, Mr. Rydzewski resigned as Executive Chairman and director of the Company. In connection with his resignation, all of Mr. Rydzewski’s unvested options became fully vested. As a result, 703,326 options became fully vested and the Company incurred a one-time stock-based compensation charge of $83,361 during the year ended December 31, 2016. In connection with Mr. Fayad’s appointment as the Company’s Chairman, Chief Executive Officer and President in September 2016, the Company granted Mr. Fayad 1,750,000 options to purchase Common Stock outside of the 2014 Plan, and 850,000 options to purchase Common Stock under the 2014 Plan. The Company estimates the fair value of each stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions and the assumptions regarding the fair value of the underlying common stock on each measurement date: Year ended December 31, 2016 2015 Expected Volatility 116.0%-117.0% 104.1%-136.0% Risk-free interest rate 1.20%-2.05% 1.60%-2.22% Expected term (in years) 5.00 6.00-9.59 Expected dividend yield 0% 0% Stock-based compensation expense for stock options was $852,775 and $725,799 for the years ended December 31, 2016 and 2015, respectively. The Company had an aggregate of $302,494 of unrecognized stock-based compensation expense for stock options as of December 31, 2016 to be amortized over a weighted average period of 1.5 years which excludes $385,275 of unrecognized stock-based compensation expense of certain awards that vest upon performance-based criteria which are not considered probable to occur as of December 31, 2016. A summary of stock option activity for the year ended December 31, 2016, which includes stock options granted under the 2014 Plan as well as outside of the 2014 Plan, is as follows: Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (years) Value Outstanding at December 31, 2015 5,926,654 $ 0.62 9.0 $ 8,848 Granted 4,191,182 $ 0.19 Canceled (2,447,013 ) $ 0.56 Outstanding at December 31, 2016 7,670,823 $ 0.41 8.8 $ 3,306 Exercisable at December 31, 2016 3,876,506 $ 0.48 8.4 $ 3,306 The aggregate intrinsic value was calculated as the difference between the exercise price of the stock options and the fair value of the underlying common stock as of the balance sheet date. Restricted Stock Stock-based compensation expense for restricted stock awards was $79,550 and $101,385 for the years ended December 31, 2016 and 2015, respectively. A summary of restricted stock activity for the year ended December 31, 2016 is as follows: Weighted- Number of Average Grant Shares Date Fair Value Balance of unvested restricted stock at December 31, 2015 282,119 $ 0.24 Issuance of restricted stock 140,910 $ 0.22 Restrictions lapsed (423,029 ) $ 0.23 Balance of unvested restricted stock at December 31, 2016 - The Company had no unrecognized stock-based compensation expense for restricted stock awards as of December 31, 2016. Warrants As of December 31, 2016 and 2015, there were a total of 22,754,490 and 24,803,409 warrants outstanding to purchase shares of the Company’s common stock, respectively. A summary of the warrant activity for the year ended December 31, 2016 is as follows: As of December 31, 2015 As of December 31, 2016 Exercise Exercise Warrant Type Warrants Price Activity Warrants Price PPO 21,549,510 $ 2.00 (6,863,000 )(1) 14,686,510 (2) $ 2.00 PPO Agent 2,000,000 $ 1.00 - 2,000,000 $ 0.125 (3) Enumeral Series B Financing 421,968 $ 0.726 - 421,968 $ 0.726 Enumeral 2014 Convertible Promissory Note Financing 765,357 $ 0.245 - 765,357 $ 0.245 Square 1 Financing 66,574 $ 0.726 (66,574 )(4) - Agent Warrants - 4,880,655 (5) 4,880,655 $ 0.125 Total 24,803,409 22,754,490 1) PPO Warrants exercised as part of the Warrant Tender Offer for $0.50 per warrant, or $0.125 per share when considering that warrant holders exercising received four shares for each underlying common share of the original warrant agreement. 2) PPO Warrants not exercised in the Warrant Tender Offer remain at a $2.00 exercise price. The anti-dilution protection provision has also been eliminated for these warrants in connection with the Warrant Tender Offer. 3) In connection with the closing of the Warrant Tender Offer, the PPO Agent Warrants were amended to reduce the exercise price from $1.00 to $0.125, and to remove the anti-dilution protection provisions contained therein. 4) The cashless exercise of the Square 1 warrants concurrently with the closing of the Warrant Tender Offer. 5) Agent Warrants issued as a result of the conversion of the Notes in connection with the Warrant Tender Offer. Derivative Liability Warrants PPO and PPO Agent Warrants In July 2014, the Company issued warrants to purchase 23,549,510 shares of the Company’s common stock in connection with the PPO, of which warrants to purchase 21,549,510 shares of the Company’s common stock had an exercise price of $2.00 per share and were issued to the investors in the PPO, and warrants to purchase 2,000,000 shares of the Company’s common stock had an exercise price of $1.00 per share and were issued to the placement agents for the PPO (or their affiliates). Due to a price protection provision included in the warrant agreements, the warrants were deemed to be and were recorded as a derivative liability a liability. As such, the outstanding warrants are revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liabilities on the consolidated statement of operations and comprehensive income (loss). The estimated fair value of the warrants at December 31, 2015 was determined to be $2,130,822 using the Black-Scholes pricing model and the following assumptions: expected remaining term of 3.58 years, 109.4% volatility, risk-free rate of 1.44%, and no expected dividends. The estimated fair value of the PPO Warrants and PPO Agent Warrants as of December 12, 2016 (the date of the Warrant Tender Offer) was determined to be $527,461 using the Black-Scholes pricing model and the following assumptions: expected remaining term of 2.6 years, 107.7% volatility, risk-free rate of 1.33%, and no expected dividends. The estimated fair value of the warrants of $527,461, on the date that the derivative liability was extinguished, was reclassified from derivative liabilities to equity. Also in connection with the consummation of the Warrant Tender Offer, on December 12, 2016, the Company and holders of a majority of the outstanding PPO Agent Warrants approved an amendment to remove the price-based anti-dilution provisions in the PPO Agent Warrants and to reduce the exercise price of the PPO Agent Warrants from $1.00 per share to $0.125 per share. As a result, the Company recorded a loss on extinguishment of derivative liabilities of $187,240. Square 1 Financing In connection with the December 2011 Square 1 Financing, Enumeral issued to Square 1 Bank warrants to purchase an aggregate of 33,944 shares of Series A convertible preferred stock at an exercise price of $1.16 per share, exercisable for seven years. In July 2014, as part of the Merger, these warrants were converted into a warrant to purchase 54,245 shares of the Company’s common stock at an exercise price of $0.726 per share. The estimated fair value of the warrants as of December 31, 2015 was determined to be $5,777 using the Black-Scholes pricing model and the following assumptions: expected term of 2.9 years, 104.6% volatility, and a risk-free rate of 1.31%. As of December 31, 2015 these warrants were outstanding and expire on December 5, 2018. On December 12, 2016, the warrants were exercised in connection with the Warrant Tender Offer. The estimated fair value of the December 2011 Square 1 Warrants as of December 12, 2016 was determined to be $1,649 using the Black-Scholes pricing model and the following assumptions: expected term of 2.0 years, 107.7% volatility, a risk-free rate of 1.15%, and no expected dividends. The estimated fair value of the warrants of $1,649 was reclassified from derivative liabilities to equity immediately after exercise. As part of a June 12, 2012 amendment to the Loan and Security Agreement between Enumeral and Square 1 Bank, Enumeral issued warrants to Square 1 Bank to purchase an aggregate of 7,715 shares of Series A convertible preferred stock at an exercise price of $1.16 per share, exercisable for seven years. In July 2014, as part of the Merger, these warrants were converted into a warrant to purchase 12,329 shares of the Company’s common stock at an exercise price of $0.726 per share. The estimated fair value of these warrants as of December 31, 2015 was determined to be $1,492 using the Black-Scholes pricing model and the following assumptions: expected term of 3.5 years, 104.6% volatility, and a risk-free rate of 1.42%. The warrants are classified as derivative liabilities in the accompanying balance sheets and measured at fair value on a recurring basis. As such, the outstanding warrants are revalued each reporting period with the resulting gains and losses recorded as the change in fair value of warrant liability on the statement of operations. As of December 31, 2015, these warrants were outstanding and expire on June 12, 2019. On December 12, 2016, the warrants were exercised in connection with the Warrant Tender Offer. The estimated fair value of the June 2012 Square 1 Warrants as of December 12, 2016 was determined to be $507 using the Black-Scholes pricing model and the following assumptions: expected term of 2.5 years, 107.7% volatility, a risk-free rate of 1.30%, and no expected dividends. The estimated fair value of the warrants of $507 was reclassified from derivative liabilities to equity immediately after exercise. Derivative Liability Re-Measurement The Company used the Black-Scholes option-pricing model to estimate the fair values of the issued and outstanding warrants during the years ended December 31, 2016 and 2015, respectively. The Company recorded income of $1,608,474 and $13,980,711 for the years ended December 31, 2016 and 2015, respectively, due to the change in the fair value of the warrants. Outstanding warrants were revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liabilities on the consolidated statements of operations and comprehensive income (loss). Due to the Tender Offer, and removal of the anti-dilution provisions, the derivative liabilities were re-valued on December 12, 2016 and any remaining value was reclassified to equity upon extinguishment of the derivative liabilities. Other Warrants In connection with the conversion of the Notes, the Company issued warrants to purchase 4,880,655 shares of the Company’s common stock at an exercise price of $0.125 per share to the Warrant Agent, its sub-agent and their designees. The estimated fair value of the warrants at the time of issuance was determined to be $704,848 using the Black-Sholes pricing model and the following assumptions: expected term of ten years, exercise price of $0.125 per share, 126.0% volatility, a risk-free rate of 2.49%, and no expected dividends. As the conversion of the notes was an integrated transaction that occurred due to the completion of the Warrant Tender Offer, the Company included the $704,848 estimated fair value of the placement agent warrants issued as part of the loss on extinguishment of derivative liabilities for the year ended December 31, 2016. On March 21, 2017, the Company entered into an amendment with the holders of the Placement Agent Warrants to reduce the exercise price of such warrants from $0.125 per share to $0.0625 per share in consideration of the past efforts as well as future support and cooperation of the agent and its designees on behalf of the Company. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 12 - INCOME TAX There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its gross deferred tax assets. The reported amount of income tax expense differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses primarily because of changes in the valuation allowance. Significant components of the Company’s net deferred tax asset are as follows: As of December 31, 2016 2015 Deferred tax assets: Net operating losses $ 6,750,034 $ 4,932,778 Accrued expenses 208,657 482,130 Stock options 446,539 402,598 Tax credit carryforwards 913,326 748,255 Depreciation and amortization 21,751 (23,311 ) Capitalized R&D 4,933,469 4,070,458 Total gross deferred tax assets 13,273,776 10,612,908 Valuation allowance (13,273,776 ) (10,612,908 ) Total deferred tax assets $ - $ - The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards and research and development credits. Under the applicable accounting standards, management has considered the Company’s history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets. Accordingly, a full valuation allowance of $13,273,776 and $10,612,908 has been established as of December 31, 2016 and 2015, respectively. The valuation allowance increased $2,660,868 and $4,292,178 during the years ended December 31, 2016 and 2015, respectively. A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: As of December 31, 2016 2015 Income tax benefit computed at federal statutory tax rate 34.0 % 34.0 % State taxes, net of federal benefit 2.8 % (14.8 )% Non-deductible items (14.9 )% (139.2 )% General business credits and other credits 1.2 % (10.2 )% Change in valuation allowance (22.5 )% 130.5 % Other (0.6 )% (0.3 )% Effective tax rate 0.0 % 0.0 % As of December 31, 2016, the Company had federal and state net operating loss carryforwards of $17,560,932 and $14,767,832, respectively, which begin to expire in 2030. As of December 31, 2016, the Company had federal and state research and development tax credit carryforwards of $584,846 and $428,982, respectively. These federal and state research and development tax credit carryforwards are available to reduce future income taxes payable and begin to expire in 2031 and 2026, respectively. As of December 31, 2015, the Company had federal and state net operating loss carryforwards of $12,796,384 and $11,018,952, respectively, which begin to expire in 2030. As of December 31, 2015, the Company had federal and state research and development tax credit carryforwards of $466,599 and $358,038, respectively. These federal and state research and development tax credit carryforwards are available to reduce future income taxes payable and begin to expire in 2031 and 2026, respectively. The Company adopted the authoritative guidance on accounting for and disclosure of uncertainty in tax positions on January 1, 2009, which required the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. The Company determined that the adoption of this authoritative guidance did not have a material effect on the consolidated financial statements. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There is currently no pending tax examination. The Company thus is still open under statute to potential examination from 2013 to the present. Earlier years may be examined to the extent that credit or loss-carry-forwards are used in it. The Company’s policy is to record interest and penalties related to income taxes as part of the tax provision. Utilization of the net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | 13 - CONCENTRATIONS During the year ended December 31, 2016, the Company recorded revenue from three customers in excess of 10% of the Company’s revenue in the amounts of $1,000,000, $999,666 and $453,202, which represent 41%, 41% and 18% of the Company’s revenue for that period. During the year ended December 31, 2015, the Company recorded revenue from two customers in excess of 10% of the Company’s revenue in the amounts of $1,100,000 and $389,385, which represent 74% and 26% of the Company’s revenue for that period. As of December 31, 2016, accounts receivable consisted of amounts due from two customers which represented 64% and 36% of the outstanding accounts receivable balance. As of December 31, 2015, accounts receivable consisted of amounts due from two customers which represented 67% and 33% of the outstanding accounts receivable balance. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codifications (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to accruals, stock-based compensation expense, warrants to purchase securities, and reported amounts of revenue and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Principles of Consolidation and Presentation | Principles of Consolidation and Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. In these consolidated financial statements, “subsidiaries” are companies that are wholly owned, the accounts of which are consolidated with those of the Company. Significant intercompany transactions and balances are eliminated in consolidation. |
Segment information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment, which is the business of discovering and developing novel antibody immunotherapies that help the immune system fight cancer and other diseases. The Company operates in only one geographic segment. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of 90 days or less from the purchase date to be cash equivalents. Cash and cash equivalents are held in depository and money market accounts and are reported at fair value. |
Marketable Securities | Marketable Securities Marketable securities consist of U.S. treasury securities with maturities of more than 90 days. The Company has determined the appropriate balance sheet classification of the securities as current since they are available for use in current operating activities, regardless of actual maturity dates, and are recorded on the balance sheet at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income (loss), which is a separate component of stockholders’ equity. When securities are sold, the unrealized gains and losses are reclassified to net earnings. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant off-balance sheet concentrations of credit risk such as foreign currency exchange contracts, option contracts or other hedging arrangements. Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents. The Company generally invests its cash in money market funds, U.S. Treasury securities and U.S. Agency securities that are subject to minimal credit and market risk. Management has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. At times, the Company’s cash balances may exceed the current insured amounts under the Federal Deposit Insurance Corporation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value of financial instruments included in current assets and current liabilities are estimated to approximate their book values, due to the short maturity of such instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. The Company’s assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with FASB’s Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures The three levels are defined as follows: Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets in active markets. Level 2: Inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company’s cash equivalents carried at fair value are primarily comprised of federal agency backed money market funds. The valuation of the Company’s derivative liabilities is discussed below and in Note 11. The following table presents information about the Company’s financial assets and liabilities measured at a fair value on a recurring basis as of December 31, 2016 and 2015: December 31, Quoted Prices in Observable Unobservable Assets Cash $ 1,137,633 $ 1,137,633 $ - $ - Money market funds, included in cash equivalents $ 2,024,767 $ 2,024,767 $ - $ - December 31, Quoted Prices in Observable Unobservable Assets Cash $ 815,890 $ 815,890 $ - $ - Money market funds, included in cash equivalents $ 2,780,372 $ 2,780,372 $ - $ - Liabilities Derivative liabilities $ 2,138,091 $ - $ - $ 2,138,091 The following table provides a roll forward of the fair value of the Company’s derivative liabilities, using Level 3 inputs: Balance as of December 31, 2015 $ 2,138,091 Change in fair value (1,608,474 ) Extinguishment of derivative liabilities (529,617 ) Balance as of December 31, 2016 $ - |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Trade receivables are recorded at the invoiced amount. The Company maintains allowances for doubtful accounts, if needed, for estimated losses resulting from the inability of customers to make required payments. This allowance is based on specific customer account reviews and historical collections experience. There was no allowance for doubtful accounts as of December 31, 2016 or December 31, 2015. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: Lab equipment 3-5 years Computer equipment and software 3 years Furniture 3 years Leasehold improvements Shorter of useful life or life of the lease |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicated that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. There have been no impairments recognized during the years ended December 31, 2016 and 2015, respectively. |
Revenue Recognition - Collaboration and license revenue | Revenue Recognition Collaboration and License Revenue Non-refundable license fees are recognized as revenue when the Company has a contractual right to receive such payment, the contract price is fixed or determinable, the collection of the resulting receivable is reasonably assured and the Company has no further performance obligations under the license agreement. Multiple element arrangements, such as license and development arrangements are analyzed to determine whether the deliverables, which often include license and performance obligations such as research and steering committee services, can be separated or whether they must be accounted for as a single unit of accounting in accordance with GAAP. The Company recognizes up-front license payments as revenue upon delivery of the license only if the license has stand-alone value and the fair value of the undelivered performance obligations, typically including research and/or steering committee services, can be determined. If the fair value of the undelivered performance obligations can be determined, such obligations would then be accounted for separately as performed. If the license is considered to either (i) not have stand-alone or (ii) have stand-alone value but the fair value of any of the undelivered performance obligations cannot be determined, the arrangement would then be accounted for as a single unit of accounting and the license payments and payments for performance obligations are recognized as revenue over the estimated period of when the performance obligations are performed. Whenever the Company determines that an arrangement should be accounted for as a single unit of accounting, it must determine the period over which the performance obligations will be performed and revenue will be recognized. Revenue will be recognized using either a relative performance or straight-line method. The Company recognizes revenue using the relative performance method provided that the Company can reasonably estimate the level of effort required to complete its performance obligations under an arrangement and such performance obligations are provided on a best-efforts basis. Direct labor hours or full-time equivalents are typically used as a measure of performance. Revenue recognized under the relative performance method would be determined by multiplying the total payments under the contract, excluding royalties and payments contingent upon achievement of substantive milestones, by the ratio of level of effort incurred to date to estimated total level of effort required to complete the Company’s performance obligations under the arrangement. Revenue is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the relative performance method, as of each reporting period. If the Company cannot reasonably estimate the level of effort required to complete its performance obligations under an arrangement, the performance obligations are provided on best-efforts basis and the Company can reasonably estimate when the performance obligation ceases or the remaining obligations become inconsequential and perfunctory. At that time, the total payments under the arrangement, excluding royalties and payments contingent upon achievement of substantive milestones, would be recognized as revenue on a straight-line basis over a period the Company expects to complete its performance obligations. Revenue is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line basis, as of the period ending date. In December 2014, the Company entered into a study agreement for a term of up to 24 months with Merck Sharp & Dohme Corp., or Merck (the “Merck Agreement”). In February 2016, the Company and Merck subsequently amended the work plan under the Merck Agreement to also include non-small cell lung cancer tissues. Pursuant to the Merck Agreement, the Company is conducting a specified research program using its platform technology to identify functional response of single cell types in colorectal cancer and non-small cell lung cancer in the presence or absence of immunomodulatory receptor modulators identified by Merck. In this collaboration, Merck has reimbursed the Company for the cost of performing the work plan set forth in the Merck Agreement, for up to a specified number of full-time employees at a pre-determined annual rate. In addition, Merck will make certain milestone payments to the Company upon the completion of specified objectives set forth in the Merck Agreement and related work plan. In September 2015, the Company announced the achievement of the first milestone under the Merck Agreement. In January 2016, the Company and The University of Texas M.D. Anderson Cancer Center (“MDACC”) entered into a Collaborative Research and Development Agreement (the “MDACC Agreement”). Under the MDACC Agreement, the Company and MDACC plan to collaborate on the discovery and development of novel monoclonal antibodies against selected targets in immune-oncology, utilizing the Company’s antibody discovery and immune profiling platform and MDACC’s preclinical and development expertise and infrastructure. Pursuant to the terms of the MDACC Agreement, the Company and MDACC will share the costs of research and development activities necessary to take development candidates through successful completion of a Phase I clinical trial. The MDACC Agreement provides for a structure whereby the Company and MDACC are each granted the right to receive a percentage of the net income from product sales or any payments associated with licensing or otherwise partnering a program with a third party. To date, the Company has not yet commenced work under the MDACC agreement. In June 2016, the Company entered into a Definitive License and Transfer Agreement (the “Definitive Agreement”) with Pieris Pharmaceuticals, Inc. and Pieris Pharmaceuticals GmbH (collectively, “Pieris”). Pursuant to the terms and conditions of the Definitive Agreement, Pieris is licensing from the Company specified intellectual property related to the Company’s anti-PD-1 antibody program ENUM 388D4 for the potential development and commercialization by Pieris of novel multispecific therapeutic proteins comprising fusion proteins based on Pieris’ Anticalins® class of therapeutic proteins and the Company’s antibodies in the field of oncology. The Company had previously entered into a License and Transfer Agreement (the “License Agreement”) with Pieris in April 2016, which the Definitive Agreement superseded. Pieris paid the Company an upfront license fee in the amount of $250,000 in connection with execution of the License Agreement, and paid the Company a $750,000 license maintenance fee, to continue the licensing arrangements under the License Agreement. Under the Definitive Agreement, the Company has granted Pieris an option until May 31, 2017 to license specified patent rights and know-how covering two additional undisclosed antibody programs on the same terms and conditions as for the Company’s 388D4 anti-PD-1 antibody (each, a “Subsequent Option”). Pieris may exercise the Subsequent Options separately and on different dates during the option period. Pieris will pay the Company additional license fees in the event that Pieris exercises one or both Subsequent Options |
Grant Revenue | Grant Revenue In September 2014, the Company was awarded a Phase II Small Business Innovation Research contract from the National Cancer Institute (“NCI”) for up to $999,967 over two years. In September 2016, the Company entered to an amendment to its NCI contract to extend the period of performance under the contract to March 15, 2017. We do not anticipate any further amendments to the NCI contract. Grant revenue consists of a portion of the funds received to date from the NCI. Revenue is recognized as the related research services are performed in accordance with the terms of the agreement. |
Research and Development Expenses | Research and Development Expenses Research and development expenditures are charged to the consolidated statements of operations and comprehensive income (loss) as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries and benefits, facilities costs, clinical supply costs, contract services, depreciation and amortization expense and other related costs. Costs associated with acquired technology, in the form of upfront fees or milestone payments, are charged to research and development expense as incurred. Legal fees incurred in connection with patent applications, along with fees associated with the license to the Company’s core technology, are expensed as research and development expense. |
Derivative Liabilities | Derivative Liabilities The Company’s derivative liabilities related to (a) warrants to purchase an aggregate of 23,549,510 shares of our common stock that were issued in connection with the July 2014 PPO and (b) warrants to purchase 41,659 shares of Enumeral Series A Preferred Stock that were issued in December 2011 and June 2012 pursuant to Enumeral’s debt financing arrangement with Square 1 Bank that were subsequently converted into warrants to purchase 66,574 shares of the Company’s common stock in connection with the July 2014 Merger. Due to the price protection provision included in the original warrant agreements, the warrants were deemed to be derivative liabilities and, therefore, the fair value of the warrants was recorded in the current liability section of the consolidated balance sheet. As such, the outstanding warrants, accounted for as derivative liabilities, were revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liabilities on the consolidated statement of operations. Upon exercise of the warrant or modification of the warrant agreements to remove the terms that required derivative liability treatment, the derivative liabilities are revalued on the date that such event occurs and the remaining value is reclassified to additional paid in capital. In connection with the Warrant Tender Offer, all derivative liabilities outstanding were extinguished and the Company applied the extinguishment of liabilities model to determine the loss on extinguishment of derivative liabilities. The consideration transferred to extinguish the derivative liabilities was recorded at fair value and compared to the cash received in connection with the tender offer to determine the loss on extinguishment of the derivative liabilities. As a result of the December 12, 2016 Warrant Tender Offer these warrants were no longer classified as derivative liabilities on the consolidated balance sheet. Additional detail regarding these warrants can be found in Note 11 below. The Company used the Black-Scholes option-pricing model to estimate the fair values of the issued and outstanding warrants. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Other comprehensive income (loss) is comprised of unrealized holding gains and losses arising during the period on available-for-sale securities that are not other-than-temporarily impaired. The unrealized gains and losses are reported in accumulated other comprehensive income (loss), until the securities are sold or mature, at which time they are reclassified to earnings. The Company made no reclassifications out of accumulated other comprehensive loss to net income (loss) during the year ended December 31, 2016. The Company reclassified $19,097 out of accumulated other comprehensive loss to net income (loss) during the year ended December 31, 2015. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation awards to employees and directors in accordance with ASC Topic 718, Compensation-Stock Compensation Equity The Company estimates the fair value of its common stock options using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected stock price volatility, (b) the expected term of the award, (c) the risk-free interest rate, (d) expected dividends, and (e) the estimated fair value of the Company’s common stock on the measurement date. As of January 1, 2016, the Company began using a blended average of its historical volatility and the historical volatility of a group of similarly situated companies to calculate the expected volatility when valuing the Company’s stock options. For purposes of calculating this blended volatility, the Company selected companies with comparable characteristics, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the Company and the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Prior to January 1, 2016, due to the lack of a public market for the trading of the Company’s common stock and a lack of company specific historical and implied volatility data, the Company had based its estimate of expected volatility only on the historical volatility of a group of similarly situated companies that were publicly traded. Due to the lack of specific historical option activity, the Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term for non-employee awards is the remaining contractual term of the option. The risk-free interest rates are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid dividends, and does not expect to pay dividends in the foreseeable future. The Company’s common stock is publicly traded, and fair market value is determined based on the closing sales price of the Company’s common stock on the OTCQB. Effective January 1, 2016, the Company has elected to account for forfeitures as they occur, as permitted by ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting Prior to the adoption of ASU No. 2016-09, the Company estimated the number stock-based awards that were expected to vest, and only recognized compensation expense for such awards. The estimation of stock awards that will ultimately vest required judgment, and to the extent actual results or updated estimates differed from current estimates, such amounts were recorded as a cumulative adjustment in the period estimates were revised. The Company considered many factors when estimating expected forfeitures, including type of awards granted, employee class, and historical experience. Effective January 1, 2016, the Company elected to recognize forfeitures as they occur. The impact of that change in accounting policy has been recorded as an $8,333 cumulative effect adjustment to accumulated deficit, as of December 31, 2015. During the year ended December 31, 2014, the Company engaged a third party to develop a binomial lattice model to estimate the fair value of options to purchase a total of 450,000 shares with vesting based on the future performance of a share of the Company’s common stock. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share amounts are based on the weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options, warrants and convertible debt, subject to anti-dilution limitations. All such potentially dilutive instruments were anti-dilutive as of December 31, 2016. As of December 31, 2016 and 2015, the number of shares underlying options and warrants that were anti-dilutive were approximately 30.4 million and 26.8 million, respectively. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes The Company had no uncertain tax liabilities as of December 31, 2016 or December 31, 2015. The guidance requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority. If a tax position meets the more likely than not recognition criteria, the guidance requires the tax position be measured at the largest amount of benefit greater than 50% likely of being realized upon ultimate settlement. As of December 31, 2016, the Company had accumulated losses of $26,265,207 since inception and, therefore, has not paid any federal income taxes. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which are uncertain. Accordingly, valuation allowances in amounts equal to the deferred tax assets have been established to reflect these uncertainties. Utilization of the deferred tax asset, consisting of net operating loss and research and development credit carryforwards, may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash |
Accounting Standards Adopted in the Period | Accounting Standards Adopted in the Period In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 305-40): Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40) Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities measured at fair value | The following table presents information about the Company’s financial assets and liabilities measured at a fair value on a recurring basis as of December 31, 2016 and 2015: December 31, Quoted Prices in Observable Unobservable Assets Cash $ 1,137,633 $ 1,137,633 $ - $ - Money market funds, included in cash equivalents $ 2,024,767 $ 2,024,767 $ - $ - December 31, Quoted Prices in Observable Unobservable Assets Cash $ 815,890 $ 815,890 $ - $ - Money market funds, included in cash equivalents $ 2,780,372 $ 2,780,372 $ - $ - Liabilities Derivative liabilities $ 2,138,091 $ - $ - $ 2,138,091 |
Schedule of fair value of derivative liabilities | The following table provides a roll forward of the fair value of the Company’s derivative liabilities, using Level 3 inputs: Balance as of December 31, 2015 $ 2,138,091 Change in fair value (1,608,474 ) Extinguishment of derivative liabilities (529,617 ) Balance as of December 31, 2016 $ - |
Schedule of estimated useful lives | Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: Lab equipment 3-5 years Computer equipment and software 3 years Furniture 3 years Leasehold improvements Shorter of useful life or life of the lease |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consist of the following: December 31, 2016 2015 Laboratory equipment $ 2,398,685 $ 2,559,986 Computer/office equipment and software 115,885 187,337 Furniture, fixtures and office equipment 73,734 73,734 Leasehold improvements 75,262 75,262 2,663,566 2,896,319 Less - Accumulated depreciation and amortization (1,761,469 ) (1,384,826 ) Total property and equipment, net $ 902,097 $ 1,511,493 |
ACCRUED EXPENSES AND OTHER CU23
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabities | The Company’s accrued expenses and other current liabilities consist of the following: As of December 31, 2016 2015 Accrued wages and benefits $ 222,141 $ 447,769 Accrued professional fees 130,350 213,475 Accrued other 33,864 53,140 Total accrued expenses and other current liabilities $ 386,355 $ 714,384 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of future principal payments | Future principal payments on the equipment lease financing are as follows: For the twelve months ended December 31, Amount 2017 $ 258,542 2018 15,208 Total equipment lease financing payments $ 273,750 As of December 31, 2016 Amount Current equipment lease financing payments $ 258,542 Less: Amount representing interest (6,911 ) Current equipment lease financing, net $ 251,631 Long-term equipment lease financing payments $ 15,208 Less: Amount representing interest (368 ) Long-term equipment lease financing, net $ 14,840 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future operating lease commitments | Future operating lease commitments as of December 31, 2016 are as follows: Years Ending December 31, Amount 2017 754,966 2018 777,568 2019 800,842 Thereafter 134,123 $ 2,467,499 |
STOCK OPTIONS, RESTRICTED STO26
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of valuation assumptions | The Company estimates the fair value of each stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions and the assumptions regarding the fair value of the underlying common stock on each measurement date: Year ended December 31, 2016 2015 Expected Volatility 116.0%-117.0% 104.1%-136.0% Risk-free interest rate 1.20%-2.05% 1.60%-2.22% Expected term (in years) 5.00 6.00-9.59 Expected dividend yield 0% 0% |
Schedule of stock option activity | A summary of stock option activity for the year ended December 31, 2016, which includes stock options granted under the 2014 Plan as well as outside of the 2014 Plan, is as follows: Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (years) Value Outstanding at December 31, 2015 5,926,654 $ 0.62 9.0 $ 8,848 Granted 4,191,182 $ 0.19 Canceled (2,447,013 ) $ 0.56 Outstanding at December 31, 2016 7,670,823 $ 0.41 8.8 $ 3,306 Exercisable at December 31, 2016 3,876,506 $ 0.48 8.4 $ 3,306 |
Schedule of restricted stock activity | A summary of restricted stock activity for the year ended December 31, 2016 is as follows: Weighted- Number of Average Grant Shares Date Fair Value Balance of unvested restricted stock at December 31, 2015 282,119 $ 0.24 Issuance of restricted stock 140,910 $ 0.22 Restrictions lapsed (423,029 ) $ 0.23 Balance of unvested restricted stock at December 31, 2016 - |
Schedule of warrant activity | A summary of the warrant activity for the year ended December 31, 2016 is as follows: As of December 31, 2015 As of December 31, 2016 Exercise Exercise Warrant Type Warrants Price Activity Warrants Price PPO 21,549,510 $ 2.00 (6,863,000 )(1) 14,686,510 (2) $ 2.00 PPO Agent 2,000,000 $ 1.00 - 2,000,000 $ 0.125 (3) Enumeral Series B Financing 421,968 $ 0.726 - 421,968 $ 0.726 Enumeral 2014 Convertible Promissory Note Financing 765,357 $ 0.245 - 765,357 $ 0.245 Square 1 Financing 66,574 $ 0.726 (66,574 )(4) - Agent Warrants - 4,880,655 (5) 4,880,655 $ 0.125 Total 24,803,409 22,754,490 1) PPO Warrants exercised as part of the Warrant Tender Offer for $0.50 per warrant, or $0.125 per share when considering that warrant holders exercising received four shares for each underlying common share of the original warrant agreement. 2) PPO Warrants not exercised in the Warrant Tender Offer remain at a $2.00 exercise price. The anti-dilution protection provision has also been eliminated for these warrants in connection with the Warrant Tender Offer. 3) In connection with the closing of the Warrant Tender Offer, the PPO Agent Warrants were amended to reduce the exercise price from $1.00 to $0.125, and to remove the anti-dilution protection provisions contained therein. 4) The cashless exercise of the Square 1 warrants concurrently with the closing of the Warrant Tender Offer. 5) Agent Warrants issued as a result of the conversion of the Notes in connection with the Warrant Tender Offer. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | Significant components of the Company’s net deferred tax asset are as follows: As of December 31, 2016 2015 Deferred tax assets: Net operating losses $ 6,750,034 $ 4,932,778 Accrued expenses 208,657 482,130 Stock options 446,539 402,598 Tax credit carryforwards 913,326 748,255 Depreciation and amortization 21,751 (23,311 ) Capitalized R&D 4,933,469 4,070,458 Total gross deferred tax assets 13,273,776 10,612,908 Valuation allowance (13,273,776 ) (10,612,908 ) Total deferred tax assets $ - $ - |
Schedule of effective income tax rate reconciliation | A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: As of December 31, 2016 2015 Income tax benefit computed at federal statutory tax rate 34.0 % 34.0 % State taxes, net of federal benefit 2.8 % (14.8 )% Non-deductible items (14.9 )% (139.2 )% General business credits and other credits 1.2 % (10.2 )% Change in valuation allowance (22.5 )% 130.5 % Other (0.6 )% (0.3 )% Effective tax rate 0.0 % 0.0 % |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) | Jul. 31, 2014$ / sharesshares |
Number of shares held by pre-merger majority stockholder cancelled pursuant to the Split-Off Agreement | shares | 23,100,000 |
Private Placement [Member] | |
Number of units of securities sold | shares | 21,549,510 |
Sales price per unit of securities sold | $ / shares | $ 1 |
Exercise price of warrants | $ / shares | $ 2 |
Term of warrants | 5 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Risks and Uncertainties [Abstract] | |||
Cash and cash equivalents | $ 3,162,400 | $ 3,596,262 | $ 10,460,117 |
Accumulated defict | $ (26,265,207) | $ (14,408,976) |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash | $ 1,137,633 | $ 815,890 |
Money market funds, included in cash equivalents | 2,024,767 | 2,780,372 |
Liabilities | ||
Derivative liabilities | 2,138,091 | |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Cash | 1,137,633 | 815,890 |
Money market funds, included in cash equivalents | 2,024,767 | 2,780,372 |
Liabilities | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Cash | ||
Money market funds, included in cash equivalents | ||
Liabilities | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Cash | ||
Money market funds, included in cash equivalents | ||
Liabilities | ||
Derivative liabilities | $ 2,138,091 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Change in fair value | $ 1,608,474 | $ 13,980,711 |
Fair Value, Inputs, Level 3 [Member] | ||
Balance at beginning | 2,138,091 | |
Change in fair value | (1,608,474) | |
Extinguishment of derivative liabilities | (529,617) | |
Balance at end | $ 2,138,091 |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Dec. 31, 2016 | |
Laboratory Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful life | 3 years |
Laboratory Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful life | 5 years |
Computer/Office Equipment and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful life | 3 years |
Furniture, Fixtures and Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful life, term | Shorter of useful life or life of the lease |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jul. 31, 2014 | Jun. 30, 2016 | Apr. 30, 2016 | Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Grants revenue | $ 453,202 | $ 389,385 | |||||
Reclassification for loss included in net income | (19,097) | ||||||
Cumulative effect of change to accumulated deficit | |||||||
Number of antidilutive shares | 30,400,000 | 26,800,000 | |||||
Accumulated losses | $ (26,265,207) | $ (14,408,976) | |||||
Options issued during period | 450,000 | 450,000 | |||||
Warrant [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Number of shares issued | 41,659 | ||||||
Accumulated Deficit [Member] | |||||||
Cumulative effect of change to accumulated deficit | $ (8,333) | ||||||
Private Placement Offering [Member] | Warrant [Member] | |||||||
Number of shares issued | 1 | 23,549,510 | |||||
Square 1 Bank [Member] | Warrant [Member] | |||||||
Number of shares issued | 66,574 | ||||||
Original License Agreement [Member] | Pieris Pharmaceuticals, Inc. & Pieris Pharmaceuticals GmbH [Member] | |||||||
Initial license fee | $ 250,000 | ||||||
Definitive Agreement [Member] | Pieris Pharmaceuticals, Inc. & Pieris Pharmaceuticals GmbH [Member] | |||||||
License maintenance fee | $ 750,000 | ||||||
Phase II Small Business Innovation Research [Member] | National Cancer Institute (Unit of the National Institutes of Health) [Member] | |||||||
Grants revenue | $ 999,967 | ||||||
Grant revenue, period term | 2 years |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,663,566 | $ 2,896,319 |
Less - Accumulated depreciation and amortization | (1,761,469) | (1,384,826) |
Property and equipment, net | 902,097 | 1,511,493 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,398,685 | 2,559,986 |
Computer/Office Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 115,885 | 187,337 |
Furniture, Fixtures and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 73,734 | 73,734 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 75,262 | $ 75,262 |
PROPERTY AND EQUIPMENT, NET (35
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation and amortization expense | $ 609,396 | $ 616,523 |
Retirement cost of property and equipment | $ 232,753 | |
Leasehold Improvements [Member] | ||
Depreciation and amortization expense | 112,507 | |
Assets write-down | $ 22,962 |
RESTRICTED CASH (Details Narrat
RESTRICTED CASH (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Restricted Cash and Investments [Abstract] | ||
Restricted cash | $ 534,780 | $ 534,780 |
ACCRUED EXPENSES AND OTHER CU37
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued wages and benefits | $ 222,141 | $ 447,769 |
Accrued professional fees | 130,350 | 213,475 |
Accrued other | 33,864 | 53,140 |
Total accrued expenses and other current liabilities | $ 386,355 | $ 714,384 |
DEBT (Details)
DEBT (Details) | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 258,542 |
2,018 | 15,208 |
Total equipment lease financing payments | 273,750 |
Current equipment lease financing payments | 258,542 |
Less: Amount representing interest | (6,911) |
Current equipment lease financing, net | 251,631 |
Long-term equipment lease financing payments | 15,208 |
Less: Amount representing interest | (368) |
Long-term equipment lease financing, net | $ 14,840 |
DEBT (Details Narrative)
DEBT (Details Narrative) | Dec. 12, 2016USD ($) | Jul. 29, 2016USD ($) | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of derivative liabilities | $ (1,577,896) | |||
Purchase of research and development lab equipment | $ 240,473 | |||
Placement Agent [Member] | Common Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Description of debt instrument, convertible terms | Common stock, equal to 10% percent of the number of shares issued in the conversion of the Notes. | |||
Exercisable period | 10 years | |||
Warrants to purchase shares of the common stock issued | shares | 4,880,655 | |||
Subscription Agreement [Member] | Accredited Investors [Member] | 12% Senior Secured Promissory Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt, face amount | $ 3,038,256 | |||
Placement agent fees and expenses | 385,337 | |||
Legal fees | 122,512 | |||
Loan issuance fees, net | $ 507,849 | |||
Description of debt maturity period | Maturity date of 12 months from the date of issuance. | |||
Debt instrument, stated percentage | 12.00% | |||
Frequency of payment | Monthly | |||
Description of debt instrument, convertible terms | The Notes would convert at a valuation per share equal to 50% of the price per share of securities sold in that financing transaction. In addition, in the event of a sale of the Company during the term of the Notes, noteholders would have been entitled to receive 1.5x of the principal amount of the Notes plus accrued interest, paid in either cash or securities of acquiring entity at the acquiring entity’s discretion. | |||
Subscription Agreement [Member] | Accredited Investors [Member] | 12% Senior Secured Promissory Notes [Member] | Over-Allotment Option [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt, face amount | $ 38,256 | |||
Warrant Tender Offer [Member] | Common Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of notes converted | 48,806,545 | |||
Loan issuace fees | $ 84,642 | $ 423,207 | ||
Incurred interest expense | 136,722 | |||
Interest expense paid in cash | 124,569 | |||
Conversion of accrued interest expense | 12,153 | |||
Debt instrument beneficial conversion feature | 4,253,558 | |||
Equipment Lease Financing [Member] | ||||
Debt Instrument [Line Items] | ||||
Purchase of research and development lab equipment | 506,944 | |||
Security deposit | $ 101,389 | |||
Description of lessee leasing arrangements, capital leases | The initial term of the Fountain Lease is 36 months, with payments of $21,545 per month for the first 24 months and then $1,267 for the 12 months thereafter. Pursuant to the terms of the Fountain Lease, the Company has an option at the end of the initial term to purchase the equipment for the greater of $25,347 or current fair market value, provided that such amount shall not be in excess of $152,083. In addition, the Company also has the option to extend the Fountain Lease for an additional 12 month period at a rate of $8,872 per month with the right at the end of such extension term to purchase the equipment for fair value or to return the equipment to Fountain. The Fountain Lease has a lease rate factor of 4.25% per month for the first 24 months and 0.25% per month for the final 12 months of the initial term. |
COMMITMENTS (Details)
COMMITMENTS (Details) | Dec. 31, 2016USD ($) |
Future operating lease commitments: | |
2,017 | $ 754,966 |
2,018 | 777,568 |
2,019 | 800,842 |
Thereafter | 134,123 |
Total future minimum payments due | $ 2,467,499 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) | Sep. 21, 2016USD ($)shares | Jun. 30, 2015 | Mar. 31, 2015USD ($)ft² | Nov. 30, 2015USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014shares |
Operating Leased Assets [Line Items] | |||||||
Initial base rent on an annual basis | $ 23,100 | ||||||
Lease expiration date | Dec. 31, 2016 | ||||||
Exit costs | $ 22,962 | ||||||
Rent expense | 1,211,567 | $ 1,079,753 | |||||
Number of options granted | shares | 450,000 | 450,000 | |||||
Stock-based compensation expense | 852,775 | $ 725,799 | |||||
Separation Letter Agreement [Member] | Mr. John J. Rydzewski [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Number of shares vested | shares | 703,326 | ||||||
Stock-based compensation expense | $ 83,361 | ||||||
Description of additional compensation | Company will continue to pay 100% of the cost of Mr. Rydzewski’s continuation of health and dental benefits through COBRA, until the earlier of 18 months from Mr. Rydzewski’s separation date from the Company or such time as Mr. Rydzewski becomes eligible for similar benefits from another employer. | ||||||
Stock-based compensation expense | $ 83,361 | ||||||
Separation Letter Agreement [Member] | Dr. Arthur H. Tinkelenberg [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Stock-based compensation expense | 15,580 | ||||||
Letter Agreement [Member] | Mr. Wael Fayad [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Number of shares vested | shares | 100,000 | ||||||
Annual base salary of Principal Executive Officer | $ 325,000 | ||||||
Description of bonus achievement objectives | Eligible to earn a target bonus of up to 50% of the base salary, payable in cash, based upon achievement of corporate objectives, individual objectives, and the Company’s finances, all as determined and at the discretion of the independent members of the Board or the Board’s Compensation Committee. | ||||||
Number of options granted | shares | 2,600,000 | ||||||
Number of shares vested for achievement of certain performance-based milestones | shares | 2,500,000 | ||||||
Letter Agreement [Member] | Mr. Wael Fayad [Member] | 2014 Equity Incentive Plan [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Number of options granted | shares | 850,000 | ||||||
Letter Agreement [Member] | Mr. Wael Fayad [Member] | Outside 2014 Equity Incentive Plan [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Number of options granted | shares | 1,750,000 | ||||||
Office Lease Two [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Lease term | 5 years | ||||||
Square footage of leased property | ft² | 16,825 | ||||||
Initial base rent per square foot | $ 43 | ||||||
Initial base rent on an annual basis | 715,062 | ||||||
Maximum initial base rent on an annual basis | 804,739 | ||||||
Security deposit agreed to delivered to Landlord | 529,699 | ||||||
Security Deposit Following Second Anniversary of Term Commencement Date | $ 411,988 | ||||||
Rent expense | $ 63,116 | $ 36,847 | |||||
Kendall Lease [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Square footage of leased property | ft² | 4,782 | ||||||
Initial base rent on an annual basis | $ 248,664 | ||||||
Lease expiration date | Jun. 17, 2015 | ||||||
Exit costs | $ 55,352 |
LICENSE AGREEMENT AND RELATED42
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Apr. 30, 2011 | Dec. 21, 2016 | Dec. 21, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||||
Research and development | $ 4,865,056 | $ 6,493,859 | ||||
Accounts payable and accrued expenses | 43,053 | 168,726 | ||||
Stock compensation expense | $ 932,325 | 827,184 | ||||
Scientific Advisory Board Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock compensation expense | $ 12,000 | $ 32,000 | ||||
Warrant Tender Offer [Member] | Paul J. Sekhri [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants to purchase shares of the common stock issued | 43,750 | |||||
Warrants exercised price | $ 21,875 | |||||
Common stock shares issued | 175,000 | |||||
Warrant Tender Offer [Member] | Kevin G. Sarney [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants to purchase shares of the common stock issued | 8,750 | |||||
Warrants exercised price | $ 4,375 | |||||
Common stock shares issued | 35,000 | |||||
Warrant Tender Offer [Member] | Allan P. Rothstein [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants to purchase shares of the common stock issued | 50,000 | |||||
Warrants exercised price | $ 25,000 | |||||
Common stock shares issued | 200,000 | |||||
Warrant Tender Offer [Member] | Robert J. Easton [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants to purchase shares of the common stock issued | 120,000 | |||||
Warrants exercised price | $ 60,000 | |||||
Common stock shares issued | 480,000 | |||||
Warrant Tender Offer [Member] | Barry Buckland, Ph.D. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants to purchase shares of the common stock issued | 13,000 | |||||
Warrants exercised price | $ 6,500 | |||||
Common stock shares issued | 52,000 | |||||
Warrant Tender Offer [Member] | Robert L. Van Nostrand [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants to purchase shares of the common stock issued | 39,000 | |||||
Warrants exercised price | $ 19,500 | |||||
Common stock shares issued | 156,000 | |||||
Barry Buckland PhD [Member] | Scientific Advisory Board Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting agreement, payment amount | $ 100,000 | |||||
Mr. Wael Fayad [Member] | Warrant Tender Offer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants to purchase shares of the common stock issued | 74,500 | |||||
Warrants exercised price | $ 37,250 | |||||
Common stock shares issued | 298,000 | |||||
Licensing Agreements [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of common stock - license agreement, shares | 66,303 | |||||
Licensing Agreements [Member] | Harvard [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payments for reimbursements | $ 21,042 | 23,637 | ||||
Licensing Agreements [Member] | Massachusetts Institute Of Technology [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Research and development | 40,000 | 30,000 | ||||
Royalty and milestone payments, 2016 | 50,000 | |||||
Payments for reimbursements | 183,359 | $ 325,945 | ||||
Expense recorded | $ 100,000 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) | Jul. 31, 2014USD ($)shares$ / shares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2015$ / sharesshares |
Number of common shares authorized | 300,000,000 | 300,000,000 | |
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |
Number of preferred stock authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |
Post-Merger [Member] | Enumeral Acquisition Corp [Member] | |||
Conversion ratio | 1.102121 | ||
Number of shares converted | 4,940,744 | ||
Post-Merger [Member] | Enumeral Acquisition Corp [Member] | Convertible Debt [Member] | |||
Number of shares issued on note conversion | 3,230,869 | ||
Post-Merger [Member] | Enumeral Acquisition Corp [Member] | Series A Preferred Stock [Member] | |||
Conversion ratio | 1.598075 | ||
Number of shares converted | 4,421,744 | ||
Post-Merger [Member] | Enumeral Acquisition Corp [Member] | Series A-1 Convertible Preferred Stock [Member] | |||
Conversion ratio | 1.790947 | ||
Number of shares converted | 3,666,428 | ||
Post-Merger [Member] | Enumeral Acquisition Corp [Member] | Series A-2 Preferred Stock [Member] | |||
Conversion ratio | 1.997594 | ||
Number of shares converted | 3,663,177 | ||
Post-Merger [Member] | Enumeral Acquisition Corp [Member] | Series B Convertible Preferred Stock [Member] | |||
Conversion ratio | 2.927509 | ||
Number of shares converted | 2,777,687 | ||
Merger Agreement [Member] | |||
Number of common shares authorized | 300,000,000 | ||
Common stock, par value | $ / shares | $ 0.001 | ||
Number of preferred stock authorized | 10,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.001 | ||
Private Placement Offering and Agent Warrants [Member] | |||
Number of common shares issued | 23,549,510 | ||
Warrant [Member] | Series A Preferred Stock [Member] | |||
Number of shares issued | 41,659 | ||
Private Placement [Member] | |||
Share price (in dollars per unit) | $ / shares | $ 1 | ||
Exercise price (in dollars per share) | $ / shares | $ 2 | ||
Term of warrants | 5 years | ||
Net proceeds received | $ | $ 18,255,444 | ||
Offering expense | $ | $ 500,000 | ||
Number of units of securities sold | 21,549,510 | ||
Sales price per unit of securities sold | $ / shares | $ 1 | ||
Holding term in which additional shares are issued to the holder | 2 years | ||
Commission rate paid to placement agents expressed as a percentage of the gross funds raised from investors in the PPO | 10.00% | ||
Maximum number of unit sales that agents are entitled to receive warrant commissions | 20,000,000 | ||
Aggregate legal expenses that are reimbursable to placement agents in connection with private placement offering | $ | $ 30,000 | ||
The maximum number of units that can be sold through private placement in order to provide certain anti-dilution protection to the holders of the Company's Common Stock immediately prior to the Merger (after giving effect to the Split-Off) | 15,000,000 | ||
Private Placement [Member] | Placement Agent [Member] | |||
Number of common shares issued | 150,000 | ||
Private Placement [Member] | Warrant [Member] | |||
Number of shares issued | 1 | 23,549,510 | |
Exercise price (in dollars per share) | $ / shares | $ 2 | ||
Term of warrants | 5 years | ||
Private Placement [Member] | Warrant [Member] | Placement Agent [Member] | |||
Number of common shares issued | 2,000,000 | ||
Exercise price (in dollars per share) | $ / shares | $ 1 | ||
Term of warrants | 5 years | ||
Percentage of common stock purchased | 10.00% | ||
Payments for commissions | $ | $ 2,154,951 | ||
Private Placement [Member] | Common Stock [Member] | |||
Additional shares issued | 1,690,658 |
EQUITY (Details Narrative 1)
EQUITY (Details Narrative 1) | Dec. 12, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jul. 31, 2014$ / sharesshares |
Gross proceeds from issuance of warrants | $ 2,947,283 | |||
Expense recorded due to the change in the fair value of the warrants | 184,448 | |||
Loss on extinguishment of derivative liabilities | $ (1,577,896) | |||
Expected term | 5 years | |||
Square 1 Bank [Member] | ||||
Expected term | 2 years | |||
Warrants Issued to Placement Agents in Private Placement Offering [Member] | ||||
Warrants to purchase shares of the common stock issued | shares | 2,000,000 | |||
Exercise price (in dollars per share) | $ / shares | $ 1 | |||
Loss on extinguishment of derivative liabilities | $ 187,240 | |||
Warrants Issued to Placement Agents in Private Placement Offering [Member] | Series B Preferred Stock [Member] | ||||
Warrants to purchase shares of the common stock issued | shares | 4,880,655 | |||
Expected term | 10 years | |||
Percentage of common stock purchased | 10.00% | |||
Warrant [Member] | Square 1 Bank [Member] | ||||
Number of shares issued | shares | 11,096 | |||
Minimum [Member] | ||||
Expected term | 6 years | |||
Maximum [Member] | ||||
Expected term | 9 years 7 months 2 days | |||
Private Placement Offering [Member] | ||||
Exercise price (in dollars per share) | $ / shares | $ 2 | |||
Warrant Tender Offer [Member] | Common Stock [Member] | ||||
Number of notes converted | 48,806,545 | |||
Loan issuace fees | $ 84,642 | $ 423,207 | ||
Incurred interest expense | 136,722 | |||
Interest expense paid in cash | 124,569 | |||
Conversion of accrued interest expense | 12,153 | |||
Debt instrument beneficial conversion feature | $ 4,253,558 | |||
Warrant Tender Offer [Member] | Private Placement Offering [Member] | ||||
Number of shares issued | shares | 21,549,510 | |||
Warrants to purchase shares of the common stock issued | shares | 686,300 | |||
Number of warrants tendered | shares | 6,863,000 | |||
Gross proceeds from issuance of warrants | $ 3,431,500 | |||
Net proceeds from issuance of warrants | 2,947,283 | |||
Transaction fees | 484,217 | |||
Warrant agent fees | $ 254,520 | |||
Discription of warrant offer | (i) receive four shares of common stock for each warrant exercised rather than one, (ii) reduce the exercise price to $0.50 per warrant in cash (or $0.125 per share); (iii) shorten the exercise period so that it expired concurrently with the expiration of the Warrant Tender Offer at 5:00 p.m. (Eastern Time) on December 9, 2016, and (iv) delete any price-based anti-dilution provisions. | |||
Percent cash commission of gross funds raised | 8.00% | |||
Expense recorded due to the change in the fair value of the warrants | $ 704,848 | |||
Loss on extinguishment of derivative liabilities | $ 187,239 | |||
Warrant Tender Offer [Member] | Private Placement Offering [Member] | Minimum [Member] | ||||
Exercise price (in dollars per share) | $ / shares | $ 0.125 | |||
Warrant Tender Offer [Member] | Private Placement Offering [Member] | Maximum [Member] | ||||
Exercise price (in dollars per share) | $ / shares | $ 1 |
STOCK OPTIONS, RESTRICTED STO45
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Expected Volatility, minimum | 116.00% | 104.10% |
Expected Volatility, maximum | 117.00% | 136.00% |
Risk-free interest rate, minimum | 1.20% | 1.60% |
Risk-free interest rate, maximum | 2.05% | 2.22% |
Expected term (in years) | 5 years | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected term (in years) | 6 years | |
Maximum [Member] | ||
Expected term (in years) | 9 years 7 months 2 days |
STOCK OPTIONS, RESTRICTED STO46
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 1) | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning | shares | 5,926,654 |
Canceled | shares | (2,447,013) |
Outstanding at end | shares | 7,670,823 |
Exercisable at end | shares | 3,876,506 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Rollforward] | |
Outstanding at beginning | $ 0.62 |
Granted | 0.19 |
Canceled | 0.56 |
Outstanding at end | 0.41 |
Exercisable at end | $ 0.48 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Rollforward] | |
Outstanding at beginning | 9 years |
Outstanding at end | 8 years 9 months 18 days |
Exercisable at end | 8 years 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Rollforward] | |
Outstanding at beginning | $ | $ 8,848 |
Outstanding at end | $ | 3,306 |
Exercisable at end | $ | $ 3,306 |
STOCK OPTIONS, RESTRICTED STO47
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 2) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance outstanding at beginning | shares | 282,119 |
Issuance of restricted stock | shares | 140,910 |
Restrictions lapsed | shares | (423,029) |
Balance outstanding at end | shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Rollforward] | |
Balance outstanding at beginning | $ / shares | $ 0.24 |
Issuance of restricted stock | $ / shares | 0.22 |
Restrictions lapsed | $ / shares | 0.23 |
Balance outstanding at end | $ / shares |
STOCK OPTIONS, RESTRICTED STO48
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 3) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 | ||
Warrants outstanding | 22,754,490 | 24,803,409 | ||
PPO [Member] | ||||
Warrants outstanding | 14,686,510 | [1] | 21,549,510 | |
Exercise price (in dollars per share) | $ 2 | $ 2 | ||
Activity | [1] | (6,863,000) | ||
PPO Agent [Member] | ||||
Warrants outstanding | 2,000,000 | 2,000,000 | ||
Exercise price (in dollars per share) | $ 0.125 | [2] | $ 1 | |
Enumeral Series B Financing [Member] | ||||
Warrants outstanding | 421,968 | 421,968 | ||
Exercise price (in dollars per share) | $ 0.726 | $ 0.726 | ||
Enumeral 2014 Convertible Promissory Note Financing [Member] | ||||
Warrants outstanding | 765,357 | 765,357 | ||
Exercise price (in dollars per share) | $ 0.245 | $ 0.245 | ||
Square One Bank [Member] | ||||
Warrants outstanding | 66,574 | |||
Exercise price (in dollars per share) | $ 0.726 | |||
Activity | [3] | (66,574) | ||
Agent Warrants [Member] | ||||
Warrants outstanding | 4,880,655 | |||
Exercise price (in dollars per share) | $ 0.125 | |||
Activity | [4] | 4,880,655 | ||
[1] | PPO Warrants not exercised in the Warrant Tender Offer remain at a $2.00 exercise price. The anti-dilution protection provision has also been eliminated for these warrants in connection with the Warrant Tender Offer. | |||
[2] | In connection with the closing of the Warrant Tender Offer, the PPO Agent Warrants were amended to reduce the exercise price from $1.00 to $0.125, and to remove the anti-dilution protection provisions contained therein. | |||
[3] | The cashless exercise of the Square 1 warrants concurrently with the closing of the Warrant Tender Offer. | |||
[4] | Agent Warrants issued as a result of the conversion of the Notes in connection with the Warrant Tender Offer. |
STOCK OPTIONS, RESTRICTED STO49
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Jul. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options to purchase shares of common stock | 7,670,823 | 5,926,654 | ||
Stock-based compensation expense | $ 852,775 | $ 725,799 | ||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation | $ 302,494 | |||
Unrecognized stock-based compensation, period for recognition | 1 year 6 months | |||
Unrecognized stock-based compensation expense of certain awards that vest upon performance-based criteria | $ 385,275 | |||
Management [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted during period | 4,191,182 | 3,444,000 | ||
Management [Member] | Employee Stock Option [Member] | Employee And Director [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant date fair value of options granted (in dollars per share) | $ 0.16 | |||
Management [Member] | Employee Stock Option [Member] | Employee And Director [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant date fair value of options granted (in dollars per share) | $ 0.31 | |||
Dr. Arthur H. Tinkelenberg [Member] | Separation Letter Agreement [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 15,580 | |||
Mr. John J. Rydzewski [Member] | Separation Letter Agreement [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares vested | 703,326 | |||
Stock-based compensation expense | $ 83,361 | |||
2014 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares reserved for issuance under the plan | 8,100,000 | |||
Options to purchase shares of common stock | 1,045,419 | |||
2014 Equity Incentive Plan [Member] | Management [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for issuance | 1,264,018 | |||
2014 Equity Incentive Plan [Member] | Mr. Wael Fayad [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted an aggregate options to purchase shares | 850,000 | |||
Stock Incentive Plan 2009 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options to purchase shares of common stock | 948,567 | |||
Outside 2014 Equity Incentive Plan [Member] | Mr. Wael Fayad [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted an aggregate options to purchase shares | 1,750,000 |
STOCK OPTIONS, RESTRICTED STO50
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative 1) - USD ($) | Dec. 12, 2016 | Jun. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 21, 2017 | Jul. 31, 2014 |
Warrants outstanding | 22,754,490 | 24,803,409 | |||||
Expected term | 5 years | ||||||
Expense recorded due to the change in the fair value of the warrants | $ 184,448 | ||||||
Income recorded due to the change in the fair value of the warrants | $ 1,608,474 | 13,980,711 | |||||
Stock compensation expense | 932,325 | 827,184 | |||||
Loss on extinguishment of derivative liabilities | (1,577,896) | ||||||
Minimum [Member] | |||||||
Expected term | 6 years | ||||||
Maximum [Member] | |||||||
Expected term | 9 years 7 months 2 days | ||||||
Lender [Member] | Warrant [Member] | |||||||
Warrants to purchase shares of the common stock issued | 54,245 | ||||||
Exercise price (in dollars per share) | $ 0.726 | ||||||
Fair value of warrants | $ 5,777 | ||||||
Expected term | 2 years 10 months 24 days | ||||||
Volatility rate | 104.60% | ||||||
Risk-free interest rate | 1.31% | ||||||
Warrant expiration date | Dec. 5, 2018 | ||||||
Square 1 Bank [Member] | |||||||
Fair value of warrants | $ 1,649 | ||||||
Expected term | 2 years | ||||||
Volatility rate | 107.70% | ||||||
Risk-free interest rate | 1.15% | ||||||
Fair value of warrant classified under equity | $ 1,649 | ||||||
Square 1 Bank [Member] | Warrant [Member] | |||||||
Warrants to purchase shares of the common stock issued | 12,329 | ||||||
Exercise price (in dollars per share) | $ 0.726 | ||||||
Fair value of warrants | $ 507 | $ 1,492 | |||||
Expected term | 2 years 6 months | 3 years 6 months | |||||
Volatility rate | 107.70% | 104.60% | |||||
Risk-free interest rate | 1.30% | 1.42% | |||||
Fair value of warrant classified under equity | $ 507 | ||||||
Series A Preferred Stock [Member] | Lender [Member] | |||||||
Warrants to purchase shares of the common stock issued | 33,944 | ||||||
Exercise price (in dollars per share) | $ 1.16 | ||||||
Term of warrants | 7 years | ||||||
Series A Preferred Stock [Member] | Square 1 Bank [Member] | |||||||
Warrants to purchase shares of the common stock issued | 7,715 | ||||||
Exercise price (in dollars per share) | $ 1.16 | ||||||
Term of warrants | 7 years | ||||||
Private Placement Offering and Agent Warrants [Member] | |||||||
Warrants to purchase shares of the common stock issued | 23,549,510 | ||||||
Fair value of warrants | $ 527,461 | $ 2,130,822 | |||||
Expected term | 2 years 7 months 6 days | 3 years 6 months 29 days | |||||
Volatility rate | 107.70% | 1.094% | |||||
Risk-free interest rate | 1.33% | 1.44% | |||||
Fair value of warrant classified under equity | $ 527,461 | ||||||
Loss on extinguishment of derivative liabilities | $ 187,240 | ||||||
Private Placement Offering and Agent Warrants [Member] | Minimum [Member] | |||||||
Exercise price (in dollars per share) | $ 1 | ||||||
Private Placement Offering and Agent Warrants [Member] | Maximum [Member] | |||||||
Exercise price (in dollars per share) | $ 0.125 | ||||||
Warrants Issued to Investors in Private Placement Offering [Member] | |||||||
Warrants to purchase shares of the common stock issued | 21,549,510 | ||||||
Exercise price (in dollars per share) | $ 2 | ||||||
Warrants Issued to Placement Agents in Private Placement Offering [Member] | |||||||
Warrants to purchase shares of the common stock issued | 2,000,000 | ||||||
Exercise price (in dollars per share) | $ 1 | ||||||
Loss on extinguishment of derivative liabilities | $ 187,240 | ||||||
Warrants Issued to Placement Agents in Private Placement Offering [Member] | Series B Preferred Stock [Member] | |||||||
Warrants to purchase shares of the common stock issued | 4,880,655 | ||||||
Expected term | 10 years | ||||||
Warrants Issued to Placement Agent [Member] | Subsequent Event [Member] | |||||||
Exercise price (in dollars per share) | $ 0.0625 | ||||||
Warrants Issued to Placement Agent [Member] | Series B Preferred Stock [Member] | |||||||
Warrants to purchase shares of the common stock issued | 4,880,655 | ||||||
Exercise price (in dollars per share) | $ 0.125 | ||||||
Fair value of warrants | $ 704,848 | ||||||
Expected term | 10 years | ||||||
Volatility rate | 126.00% | ||||||
Risk-free interest rate | 2.49% | ||||||
Expense recorded due to the change in the fair value of the warrants | $ 704,848 | ||||||
Restricted Stock [Member] | |||||||
Allocated stock option compensation expense | $ 79,550 | $ 101,385 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating losses | $ 6,750,034 | $ 4,932,778 |
Accrued expenses | 208,657 | 482,130 |
Stock options | 446,539 | 402,598 |
Tax credit carryforwards | 913,326 | 748,255 |
Depreciation and amortization | 21,751 | (23,311) |
Capitalized R&D | 4,933,469 | 4,070,458 |
Total gross deferred tax assets | 13,273,776 | 10,612,908 |
Valuation allowance | (13,273,776) | (10,612,908) |
Total deferred tax assets |
INCOME TAX (Details 1)
INCOME TAX (Details 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of income tax expense: | ||
Income tax benefit computed at federal statutory tax rate | 34.00% | 34.00% |
State taxes, net of federal benefit | 2.80% | (14.80%) |
Non-deductible items | (14.90%) | (139.20%) |
General business credits and other credits | 1.20% | (10.20%) |
Change in valuation allowance | (22.50%) | 130.50% |
Other | (0.60%) | (0.30%) |
Effective tax rate | 0.00% | 0.00% |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 2,660,868 | $ 4,292,178 |
State and Local Jurisdiction [Member] | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 13,273,776 | 10,612,908 |
Operating Loss Carryforwards | 17,560,932 | 12,796,384 |
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||
Tax Credit Carryforward, Amount | $ 584,846 | $ 466,599 |
Tax Credit Carryforward, Expiration Date | Dec. 31, 2031 | Dec. 31, 2031 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | $ 14,767,832 | $ 11,018,952 |
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | ||
Tax Credit Carryforward, Amount | $ 428,982 | $ 358,038 |
Tax Credit Carryforward, Expiration Date | Dec. 31, 2026 | Dec. 31, 2026 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Sales Revenue, Net [Member] | Major Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 41.00% | 74.00% |
Revenues | $ 1,000,000 | $ 1,100,000 |
Sales Revenue, Net [Member] | Major Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 41.00% | 26.00% |
Revenues | $ 999,666 | $ 389,385 |
Sales Revenue, Net [Member] | Major Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.00% | |
Revenues | $ 453,202 | |
Accounts Receivable [Member] | Major Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 64.00% | 67.00% |
Accounts Receivable [Member] | Major Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 36.00% | 33.00% |